INFORMATION, COMMUNICATIONS & ENTERTAINMENT Impact of IFRS: Media KPMG INTERNATIONAL Contents 1 ess RS conversion proc Overview of the IF 3 porting issues Accounting and re usic Publishing and m Advertising mes television program otion pictures and m n, tio uc od pr m Fil Broadcasting Cable television 3 10 12 15 17 19 n of IFRSs First-time adoptio 20 ancial statements Presentation of fin 21 considerations logy and systems Information techno sources mation differences to infor From accounting ation systems e impact on inform rting How to identify th GAAP to IFRS repo geover from local an ch e th ing tim : Parallel reporting nal reporting internal and exter Harmonisation of ge management transfer and chan e dg le ow Kn : le Peop rting Business and repo tions sis and communica Stakeholder analy considerations board of directors d an ee itt m m co Audit S risks to mitigate Other areas of IFR Benefits of IFRSs re developments Appendix 1 – Futu 22 23 24 26 27 28 28 28 29 29 30 33 al Network nced Team, a Glob KPMG: An Experie © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. Foreword A common feature between a teenager in Tokyo who uses a hand-held device to watch television and a middle-aged banker in London who uses it to look for financial information and news is – they want information when they want it, where they want it on a real-time basis and delivered on the platform most convenient to their personal lifestyles. Around the world, media is playing a crucial role in our lives. Countries around the world are taking the important step towards adopting a single set of high quality, global accounting and financial reporting standards. With many countries having converted to International Financial Reporting Standards (IFRSs) in 2005, conversion is imminent for other countries such as Brazil in 2010, and Canada, India, Mexico and South Korea in 2011 and 2012. Additionally, Japan has permitted the early adoption of IFRSs by listed companies from 1 April 2009, and is requiring adoption for such companies from 2016. The US likely will announce in 2011 its plan as to how IFRSs might be incorporated into the financial reporting requirements for US domestic issuers. IFRSs not only offer global transparency, but also easy access to foreign capital markets and investments, and that itself may facilitate cross-border acquisitions, ventures and spin-offs. This publication looks into some of the key accounting issues across sub-industry groups such as publishing, advertising and broadcasting among others within the media industry. It also analyses how conversion may affect information technology and systems, people, and business processes and reporting. IFRS adoption may affect operations in areas such as the following: • Accounting policies and procedures • Financial reporting and disclosures • Information technology systems and processes for accumulating and reporting financial information, including IFRS-compliant data and calculations • Business processes and supporting controls, including internal controls • Contractual and legal obligations, such as financial covenants, human resources policies and employee incentive plans • Finance and non-finance staff training in new policies, procedures and basis of judgements • Communications with and education of all stakeholders, including the investment community and analysts. No doubt your conversion process will be significantly more detailed than merely addressing the issues discussed in this publication. However, making a head start in identifying the accounting and business related issues upon conversion to IFRSs can avoid the accounting crisis in the years to come. We hope this publication will assist you in assessing the potential impact on your organisation, provoke you to initiate conversations with the various departments in the organisation, stakeholders, audit committee, and trade unions. Sean Collins Global Chair of the Media sector KPMG in Singapore Anne Schurbohm Partner – Media sector KPMG in Germany © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA Overview of the IFRS conversion process All IFRS conversions have consistent themes and milestones to them. The key is to tailor the conversion specifically to your own issues, your internal policies and procedures, the structure of your group reporting, the engagement of your stakeholders and the requirements of your corporate governance. While media entities may be similar in many respects, there always will be differences in the corporate DNA that makes one media project different from the next. KPMG’s IFRS Conversion Management Overview diagram below presents a holistic approach to planning and implementing an IFRS conversion by helping to ensure that all linkages and dependencies are established between accounting and reporting, systems and processes, people, and the business. The conversion must address proactively the challenges and opportunities of adopting IFRSs across your business. This includes, for example, the consideration of the impact of IFRS transition on the regulatory aspects of your operations, which may vary depending on state, federal, product, reporting or competitive requirements. Systems and Processes Accounting and Reporting • Identify GAAP differences • Quantification of differences • Identify IFRS disclosure requirements • Select and adopt accounting policies and procedures • Assess impact on legal entity reporting • Tailor financial reporting templates mplates • Revise and/or design and implemplethering g ment templates for data gathering How to link? • Tools • Templates • Identify information “gaps” for conversion • Assess impact on internal controls/processes • Identify current system functionality/suitability, related new information technology (IT) system needs and period-end close contingency plans co • Tailor chart cha of accounts considering acc IFRS accounting needs How to link? • Communication How to link? • Process changes • Training Business P People • Develop communication plans ans for all stakeholders including: • Develop and execute training plans: – IFRS technical te topics – New ac accounting policies and reporting procedures – Changes in processes and controls – Regulator – Audit Committee – Senior Management – Investors – External Auditors • Assess internal reporting and key performance indicators • Assess impact on general business issues such as contractual terms, treasury practices, risk management practices, etc. How to link? • Change Management • Revise performance evaluation targets and measures • Communication plans • Consider impact on incentive compensation programs • Focus on key functions that will undergo change (e.g. Research & Development group) © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 1 2 IMPACT OF IFRS: MEDIA © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES Accounting and reporting issues Those in the media business are aware that the industry is made up of several sub-industry groups such as publishing, advertising, broadcasting etc. Based on our firms’ experience, we have taken the approach of discussing the key accounting issues that are relevant to each sub-industry group as listed below. We believe that using this approach and focusing on the key issues relevant to the individual sub-industry group is a better way of understanding the impact of IFRSs on the media industry. 3 2 1 5 4 1 Publishing and music 2 Advertising 3 Film production, motion pictures and television programmes 4 Broadcasting 5 Cable television While the business risks and rewards, operations, and regulatory norms are different for each of these sub-industry groups, there are some common accounting issues. Though this publication discusses some of the key areas such as revenue and cost recognition, inventories, leases, property, plant and equipment, intangibles including goodwill and impairment, it does not cover other areas that media companies need to consider. Owing to their generic and non-media specific nature, accounting topics such as defined benefits pension scheme accounting, share-based payments, segment reporting and financial instruments have not been considered in this publication. The discussion that follows is based on currently effective IFRSs; see future developments in Appendix 1. 1 Publishing and music The publishing and music industry is in a period of transformation due to dramatic industry-wide changes, largely driven by changing customer habits, the availability of information on a real-time basis and digital distribution. The content produced by publishing and music companies is received by more customers than ever before, but not necessarily in its traditional format. More and more customers are getting their desired content through the internet or through hand-held electronic devices. Revenue recognition and cost capitalisation are gaining importance while more classical accounting issues such as the right of return are declining. Publishing and music companies generally follow a business model whereby upon entering into a contract, the author/artist undertakes to submit a manuscript or record (a “work”) and grants the publisher/music company the right to publish the work. The publishing/music company publishes, promotes and distributes the work through various media, in physical (i.e. books and music CDs) and/or digital form. The publishing/music company remunerates the author/artist through royalties on a lump-sum basis and/or per unit of sales. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 3 4 IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES Revenues There are a number of criteria that must be met in order for revenue to be recognised, both for the sale of goods and the provision of services. In terms of the sale of goods, the key requirement for a media company is that the risks and rewards of ownership have been transferred; typically, this occurs at a single point in time. In terms of services provided, the key requirement for a media company is analysing the timing of when the service is provided; therefore, revenue generally is recognised by reference to the stage of completion of the service. Rights of return For publishing and music companies converting to IFRSs, a key issue likely is determining an appropriate accounting policy for the rights of return. The nature of different arrangements with customers such as book and music stores will determine whether it is appropriate to recognise revenue under a consignment sale model, i.e. only as the book or music store sells the goods to the end customer, or whether it is appropriate to recognise revenue in full at the date of shipment to the book or music stores less a provision for expected returns. Embargoed goods Prior to recognising revenue, a key criterion that publishing and music companies must meet is that they no longer should maintain effective control over goods transferred to the buyer. Due to the creative and ever-changing ways of managing inventories of books and music CDs, publishing and music companies often ship goods to retail stores in advance of their actual release dates. In these situations, a practical issue arises as to whether revenue can be recognised upon shipment even though the goods are embargoed until release date, assuming that the sales are not on consignment (see above Rights of return). The outcome will depend on an analysis of the underlying agreements. If the publishing or music company effectively retains control of the goods until the release date, then revenue would not be recognised until that date. Online downloads and e-books A fast-growing medium of distribution is through online downloads, whereby the customer pays a fee to download content, such as books (e-books) and music, over the internet onto portable devices. For music, risks and rewards generally are transferred upon the payment of fees and download of the file by the customer, and revenue would be recognised at that point. Publishers selling e-books will require careful analysis of contractual terms of the arrangement prior to recognising revenue in order to reflect the substance of the arrangement. In our firms’ experience, e-book providers generally adopt either: • the purchase model, whereby content is transferred to the customer in exchange for an upfront price. In this case, revenue is recognised upon download; or • the licensing model, whereby the customer is offered access to individual e-books or a series of titles during the licence period. Typically in that case revenue is recognised on a straight-line basis over the licence period. The concept of e-books is relatively new and since publishers use various channels for the distribution of e-books, such as e-retailers, a careful analysis of the overall arrangement is required prior to recognising revenue. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES Subscription revenue Publishing companies primarily derive revenue from the sale of books and through subscriptions to newspapers, professional journals and magazines. Subscription revenue generally is recognised on a straight-line basis. However, questions arise in practice when items such as books and educational materials in a subscription-based arrangement vary in price. In that case, it may be appropriate to recognise revenue based on the value of the specific content provided in each period. On converting to IFRSs, judgement will be required in analysing the underlying arrangements with customers and the products being sold as part of the subscription service. Bundled arrangements Publishing companies often sell both print and online products for a single price, such as in the case of educational or professional products. While print products have a fixed edition status at the time of sale, the online product often includes regular updates to the information contained in the printed product for a certain period of time. A key practice issue is determining when to separate the various components in a bundled arrangement. Under IFRSs, if it is determined that (1) the component has stand-alone value to the customer; and (2) its fair value can be measured reliably, then generally the component is accounted for separately. In our firms’ experience, a large number of these transactions will be separated into individual components under IFRSs, with only the attributable revenue recognised as each component is delivered. Once the individual components have been identified, the next step is to allocate the consideration among these components. IFRSs allow the relative fair value method or the fair value of the undelivered components (residual method) as a basis for allocating revenues to the separable components. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 5 6 IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES Sales incentives Publishing and music companies often provide sales incentives such as cash discounts, volume rebates, free/discounted goods or services and vouchers to customers directly or through third parties. When an incentive programme is based on the volume or price of the products sold, the cost of these programmes generally is deducted from revenue when the corresponding sales are recorded. When the incentive is based on offering free goods or services prior to or concurrent with the existing sales transaction, then the arrangement is analysed to determine if it includes separately identifiable components. In order to increase their sales, publishing and music companies often develop unique sales promotion programmes that will require careful consideration and exercise of judgement under IFRSs prior to recognising revenue. Costs – capitalisation versus expense Purchased rights Generally, publishing, title and distribution rights are acquired either separately or through a business combination. The costs incurred to acquire these rights are capitalised as intangible assets, provided that they meet the definition thereof as well as the recognition criteria under IAS 38 Intangible Assets. Music companies incur significant artist costs such as signing fees, artist contracts etc. When assessing whether to capitalise these payments under IFRSs, music companies often ask whether the artist has a proven track record versus is considered new will have any impact on the recognition of these costs. Although this issue may be relevant in assessing the probability of future economic benefits (one of the recognition criteria under IAS 38), this test is assumed to be met when rights are purchased. Therefore, payments made towards artist contracts, music catalogues etc generally are capitalised as intangible assets. Internally developed rights Publishing companies often incur significant expenditure on internally generated intangible assets such as developing publishing rights and publishing titles. IFRSs include specific requirements in respect of such costs, and companies will need to carefully review their internal capitalisation policies on converting to IFRSs. The internal cost of developing an intangible asset is classified into the research phase and the development phase. Only directly attributable costs incurred during the development phase are capitalised from the date that the publishing company can demonstrate that certain criteria are met. In our firms’ experience, the key criteria for publishing companies are (1) the ability to demonstrate the probability of generating future economic benefits; and (2) the ability to reliably measure the expenditure incurred. Capitalising costs incurred during the development phase is not optional. IFRSs specifically prohibit capitalising expenditure on internally generated intangible assets such as internally generated brands, mastheads, publishing titles and customer lists. This is because such expenditure cannot be distinguished from the costs of developing the business as a whole. Publishing companies often develop and publish magazines and incur significant costs in their research and development. These costs are not capitalised under IFRSs, since in practice publishing companies find it difficult to determine future economic benefits that will accrue on its sale. Publishing companies on converting to IFRSs should carefully review their internal capitalisation policies. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 7 8 IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES Development of database content Developing content for a database and then selling the related access rights often is the main business for publishers, especially those in the business of developing and publishing professional and scientific material. Developing this content is similar to internally developed rights, and costs that are directly attributable to the development of the database content typically are capitalised as an intangible asset. Launch costs Publishers can expect to incur significant costs towards the promotion and marketing of newly published titles and magazines. Under IFRSs, all advertising and promotional expenditure, including launch costs, are expensed as incurred. Intangible assets – amortisation, impairment and reversals Amortisation IFRSs do not require a specific method of amortisation, and publishing and music companies can choose between the straight-line, diminishing balance, unit-of-production method, or another method that appropriately reflects the pattern of consumption of the asset’s economic benefits. In our firms’ experience, some publishing and music companies adopt a revenuebased method of amortising intangibles such as publishing rights, music catalogues, content in databases etc. In our view, use of this method requires the ability to reliably estimate future revenues. Therefore, care is required before adopting a policy of revenue-based amortisation. Impairment of non-financial assets Under IAS 36 Impairment of Assets, publishing and music companies are required to assess at the end of each reporting period whether there are any indicators, external or internal, that an asset is impaired. In our firms’ experience, some of the indicators that publishing and music companies should consider include: • the unexpected release of rival publications or albums; • changes in the requirements within the advertising environment affecting publications that rely heavily on advertising; • the adaptation of publications or music records to reflect the wishes of target groups; • substantial differences between the quantities originally planned and those actually sold; and • expected losses on a project as a whole. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES Whenever possible an impairment test is performed for an individual asset; otherwise, assets are tested for impairment in cash-generating units (CGUs). A CGU is the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups thereof. In identifying whether cash inflows from assets or CGUs are largely independent of the cash inflows of other assets or CGUs, various factors are considered. These include the manner in which management monitors operations and makes decisions about continuing or disposing of assets and/or operations. However, the identification of independent cash inflows is the key consideration. Since many publishing and music companies offer bundled arrangements to customers (see above), this means that in many cases that the CGU could be larger than if the items had been offered to customers as separate packages. The identification of CGUs requires significant judgement on part of management and can be one of the most difficult areas of impairment accounting. Under IFRSs, companies are required to test goodwill (and intangible assets with indefinite useful lives or that are not yet ready for use) for impairment at least annually, irrespective of whether indicators of impairment exist. Impairment reversals At each reporting date, companies should assess whether there are indicators that a previously recognised impairment loss has reversed as a result of an increase in the recoverable amount, although there are limits on the extent to which impairment reversals can be recorded. However, impairment losses related to goodwill cannot be reversed. Property, plant and equipment Component accounting Some publishing companies, in particular those with printing plants, have significant property, plant and equipment in their statement of financial position. Such assets often include individual components, either physical or non-physical (e.g. a major inspection or overhaul). If different depreciation rates or methods are appropriate due to the nature of each component, then the component is depreciated separately. Component depreciation is compulsory when applicable. Component accounting for inspection or overhaul costs is intended to be used only for major expenditure that occurs at regular intervals over the life of the asset and routine repairs and maintenance are expensed as incurred. Media companies, on converting to IFRSs, will have to carefully review their capitalisation policies. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 9 10 IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES 2 Advertising Turning shoppers into buyers – management in advertising companies is always on the look out for ways to expand market share and achieve top-line growth. Revenue recognition requires careful consideration of the applicable guidance. Advertising companies offer a variety of services to advertisers, such as manufacturers and retailers, ranging from buying advertisement space in print and digital mediums, producing advertisements, and performing corporate and market research related activities. Advertisements produced by an advertising company are displayed in printed materials such as newspapers, magazines and outdoor billboards, or broadcast through digital media such as television, radio and internet. These advertisements are either conceptualised and produced in-house by advertising companies or produced by the advertising company based on an idea developed by the advertiser. Advertising companies generally act as a middleman between the advertiser and the suppliers, such as artists and publishers. Revenues Producing advertisements Advertising companies primarily earn commissions and fees from media services, such as media space buying services, producing advertisements, and offering public relations, corporate and financial communications as well as market research. All of the above are service contracts to which IAS 18 Revenue applies. This standard requires revenues relating to service contracts to be recognised based on the stage of completion, provided that certain criteria are met. An advertising campaign usually is drawn up in the form of project milestones, such as design layout, illustrative art work etc. However, significant judgement is required when attributing contract consideration to each of these milestones or when measuring various service performance levels. IFRSs do not prescribe a particular method and advertising companies can use either the output method (e.g. an assessment of the milestones reached) or the input method (e.g. costs incurred as a percentage of total expected costs) for assessing the stage of completion. Additionally, incentive-based advertising contracts need to be analysed in order to determine when it is appropriate to recognise the additional incentives: only upon meeting the criteria in full; or based on milestones as progress is made. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES Gross versus net presentation Although the concept of presenting revenues gross versus net appears straightforward, application of the principles in the advertising industry can be challenging. Many questions have arisen in practice, such as whether advertising companies are actually acting as agencies in transactions with advertisers. Sometimes this is because of a lack of clarity in the contractual agreements and the complex relationship shared between the advertiser and advertising company. Each advertising contract includes a variety of remuneration mechanisms, including up-front payments, progress payments at key milestones and/or settlement upon completion of the contract. In determining whether revenue should be presented on a gross or net basis, key questions that an advertising company should consider include the following: • Who bears the credit risk? The advertising company may be required to furnish all costs of production and the advertiser settles the account at the end. Included in the fees is a premium for taking on the credit risk of the advertiser. • Is there latitude in passing on increased costs to the advertiser? • Does the advertising company have primary responsibility for fulfilling the order or providing goods and services to the advertiser? Similarly, judgement is required when advertising companies buy media space in newspapers and magazines and subsequently are compensated by the advertiser. Determining whether the advertising company is acting as an agent or principal is based on an evaluation of the risks and responsibilities undertaken by it. Production in progress Production in progress comprises technical, creative and production work (graphic design, TV and radio production, editing etc) incurred towards the production of advertisements that are in progress at period end and billable to advertisers. Assuming that the work is being carried out under contract, then in our firms’ experience, production in progress is classified as inventory or as receivables. Under IFRSs, inventory is recognised on the basis of costs incurred, but at an amount not greater than its net realisable value.1 When assessing net realisable value, inventory and costs billable to clients are reviewed on a case-by-case basis and written down, if appropriate, based on criteria such as the existence of client disputes and claims. 1 N et realisable value is the estimated selling price less the estimated costs of completion and sale. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 11 12 IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES 3 Film production, motion pictures and television programmes Accounting for production costs, revenue recognition, joint or co-production arrangements, and the amortisation and impairment of intangible assets continues to remain in the spotlight for many film, motion picture and television programme producing companies. Film, motion pictures and television programme producing companies (collectively referred to as “film companies”) can expect to incur significant costs, such as costs of signing artists, the cost of the script etc, when producing a film or a television programme. These costs are capitalised as intangible assets and amortised over their estimated useful lives. Film companies generate revenues from exhibiting these films and television programmes as well as from selling the exhibition rights to others. Often film companies enter into joint or co-productions with others in the industry for producing big budget films. Cost recognition Production costs In our firms’ experience, the conversion to IFRSs leads many film companies to perform a comprehensive analysis of the legal terms and conditions of their contractual arrangements in order to better reflect the substance of the underlying arrangement. Depending upon the contractual terms of the arrangement, film companies will apply the principles of IAS 11 Construction Contracts for projects on behalf of third parties, or IAS 38 Intangible Assets for in-house projects for own exploitation. A contract production wherein the film company produces films or television programmes on behalf of a third party is accounted for on a stage of completion basis under IAS 11, based on milestones as described on page 10 in the section on advertising. Therefore, contract costs, revenues and resulting profit are recognised in the period that the work is performed. Expected losses are recognised immediately. On the other hand, production costs for in-house projects are capitalised as an intangible asset, provided that the film company is able to demonstrate probable future economic benefits and can reliably measure the cost of production. Borrowing costs Borrowing costs incurred that are directly attributable to the production of a qualifying asset2 are capitalised in accordance with IAS 23 Borrowing Costs. This means that film companies will capitalise interest on films that take a substantial amount of time to produce. IFRSs do not define how long a “substantial period of time” is, and judgement is required in determining whether interest can be capitalised when producing shorter-term projects, such as documentaries and short films. 2 A qualifying asset is an asset that necessarily takes a substantial period of time to be made ready for its intended use or sale. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES Intangible assets – amortisation and impairment Amortisation The amortisation of film rights or television programmes should appropriately reflect the pattern of consumption of the asset’s economic benefits. Film companies can choose between the straight-line, diminishing balance, unit-of-production method, or another method that appropriately reflects the pattern of consumption of the asset’s economic benefits. Revenue-based amortisation is discussed on page 8 in the section on publishing and music. Impairment The general requirements for the impairment of non-financial assets are discussed on pages 8 and 9 in the section on publishing and music. In applying that guidance, in our firms’ experience some of the indicators that film companies should consider include: • an adverse change in the expected performance of a film prior to release; • substantial delays in completion or release schedules; • changes in release plans, such as a reduction in the initial release pattern; • insufficient funding or resources to complete the film and to market it effectively; and • actual performance subsequent to release fails to meet management’s budgeted plans. Revenues Co-production arrangements As a result of the competitive pressure on margins as well as to make big budget films, film companies often collaborate with others in order to share the financial burden and risks necessary to compete in the industry. One strategy is to enter into co-production arrangements with others in the media industry, whereby the co-producers share the cost of producing the film. Various models of remunerating co-producers exist, some more complex than others. When a film company agrees to compensate the co-producer based on a percentage of the fees received from exhibition, questions arise as to whether the fees received on exhibition of the films should be recorded gross or net of payments made by the film company to the co-producer. Some of the indicators used to determine whether revenue should be presented on a gross or net basis are discussed on page 11 in the section on advertising. However, it is key to develop a clear understanding of the contractual arrangement, and the rights and obligations of the parties thereto. This is because revenue recognition is based on an evaluation of the rights and obligations undertaken by the film company, including the right to determine the price to be charged to the customer, the substance of the arrangement with co-producers etc. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 13 14 IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES Joint ventures Film companies often enter into alliances with other media companies for the joint exploitation of assets, for example, music compositions or songs of famous singers or artists in films. Alliances can take various forms; here we discuss joint ventures. IAS 31 Interests in Joint Ventures distinguishes three types of joint ventures: • Jointly controlled operation. A joint venture carried on by each venturer using its own assets in pursuit of the joint operation. • Jointly controlled assets. A joint venture carried out with assets that are controlled jointly, regardless of the ownership of the assets. • Jointly controlled entity. A joint venture that involves the establishment of a corporation, partnership or other entity in which each venturer has an interest. On conversion to IFRSs, companies will need to carefully review their existing contractual relationships, and in some cases amend future contract terms in order to better reflect the underlying economics and substance of the arrangement. Accounting under each of the arrangements is briefly discussed below: Jointly controlled operation Jointly controlled assets Jointly controlled entity The venturer includes in its financial statements the assets that it controls and the liabilities and expenses that it incurs in the course of pursuing the joint operation, plus its share of the income from the joint operation. The investor includes in its financial statements its share of the jointly controlled assets, the liabilities and expenses that it incurs and any income from the sale or use of its share of the output of the joint venture. In addition, it recognises any owned assets or liabilities that it controls alone. Either the equity method or the proportionate consolidation method is used to account for interests in jointly controlled entities. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES 4 Broadcasting Broadcasting companies generate significant revenues from the exploitation of programme assets. Programme assets generally are significant to the statement of financial position of broadcasters. Broadcasters enter into licensing agreements with film and television programme producing companies for the right to broadcast films and television programmes on their networks. Depending upon the nature of the programme asset, such as sports broadcasting rights or television series, these rights allow either for a single broadcast or multiple broadcasts. If the programme asset is a package consisting of several programmes, then a separate licence typically is required for each programme within the package. These licences generally expire at the earlier of the last telecast or at the end of the licence period. Broadcasters generate revenues from advertisements broadcast on their networks. As advertising revenues come under pressure, television broadcasting companies are shifting to other non-sport revenues, such as sponsored programmes and internet income. Programme assets Classification An area involving significant subjectivity is the classification of programme assets in the statement of financial position. Currently there exists diversity in practice, whereby some broadcasters account for the entire collection of programme assets either as inventory or as intangible assets, and others account for programme assets partly as inventory and partly as intangible assets. Classification is important since the related consumption will impact gross margins and key performance indicators, e.g. EBITDA.3 Therefore, judgement is required in determining the appropriate classification in the financial statements; a company first determines whether the definition of inventory is met (assets held for sale in the ordinary course of business) before classifying assets as intangible. Method of amortisation For programme assets classified as intangible assets that are intended for multiple broadcasts, significant judgement is required to determine the appropriate method of amortisation. The methods of amortisation are discussed on page 8 in the section on publishing and music. Typically, the value is highest on first broadcast and falls with subsequent broadcasts or repeats. In making an assessment of the consumption of economic benefits, it is important to take into account the business model, management’s assumptions in the budgeting process, historical experiences with similar assets, and the nature of the programme asset. For example, if the programme asset is a detective series that will be broadcast on a special-interest channel and will be used in numerous repeat shows, then the straight-line method of amortisation may be appropriate in the circumstances. All facts and circumstances should be considered when making an assessment of the method of amortisation. 3 Earnings before interest, tax, depreciation and amortisation. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 15 16 IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES Onerous contracts A broadcasting company may purchase expensive broadcasting rights, such as a sporting event or a blockbuster film for exhibition on its network. However, it does not expect to generate sufficient future economic benefits in the form of advertising or other income to cover the cost of the asset. Broadcasters enter into such onerous transactions for several business reasons, including maintaining or building a reputation, attracting additional viewers, or other strategic reasons. Under IFRSs, a loss is recorded immediately in profit or loss. Revenues Broadcasting companies generate revenues primarily from advertising commercials on television or radio. Advertising revenues – free or bonus advertising time Television broadcasters sometimes guarantee their advertising customers certain minimum audience ratings in their target group. If the audience ratings are not achieved, then the television broadcaster has a contractual obligation towards the customer and often grants price reductions on future advertising or offers free advertising time on its network. Under IFRSs, revenue is partially deferred based on the fair value of this obligation and is recognised when the free or discounted advertising is utilised or upon expiry of the period of utilisation. In order to attract advertisers, broadcasting companies often enter into arrangements whereby free or bonus advertisement spots are offered during non-prime time on the television or on the internet/radio for full price paid advertisements on the television. Under IFRSs, the total consideration is allocated to all advertising spots, i.e. paid as well as free, based on the relative fair value method or the residual method (see page 5 in the section on publishing and music). At the end of the reporting period, the revenue for the services that have not yet been provided is deferred. Barter transactions Barter transactions are common in the industry and are an area in which significant estimates are made for accounting purposes, e.g. the exchange of the right to exhibit certain popular films by film companies for airtime on television stations or channels. Under IFRSs, revenues with respect to barter transactions are recognised, provided that: • dissimilar services are exchanged; and • the amount of revenue can be measured reliably. Revenue is measured at the fair value of the goods or services received, adjusted for any cash or cash equivalent received or paid, unless the fair value cannot be measured reliably. In such cases revenue is measured at the fair value of goods and services given up, adjusted for cash or cash equivalents received or paid. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES Cable television 5 Cable television and telecommunication companies share common accounting issues, such as the accounting for capacity transactions and bundled arrangements. Cable television companies generally provide customers with access to television programmes and generate revenues in the form of subscription fees. Cable television companies are continuously redefining entertainment for their customers and have introduced products such as “pay-per-view”, “high-definition television programmes” etc. In order to increase subscriber base and related fees, cable television companies also offer customers internet and telephone through the cable network. Revenues Cable television companies provide customers with a “one-stop shop” experience whereby bundled products such as internet, television, as well as telephone are provided for a single package price. Accounting for these bundled or multiple component arrangements is increasingly complex since not all goods and services included in the package are delivered at the same time. The separation of an arrangement into its various components and the allocation of revenue to each component are discussed on page 5 in the section on publishing and music. This is a key area for cable television companies to consider upon conversion to IFRSs. Costs Cable television companies can expect to incur substantial direct costs towards signing up new customers. These costs include incentives paid to retail stores, commissions to external dealers or agents etc. Such costs, commonly referred to as subscriber acquisition costs, are capitalised as intangible assets under IAS 38 Intangible Assets, if the definition and recognition criteria are met. In determining whether these criteria are met, the nature of the contract is key. The accounting conclusion will vary significantly between contracts that are determined to be of a fixed term and require minimum consideration including those that are open-ended and include a penalty clause, as compared to others that are open-ended with no penalty clause or minimum commitment. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 17 18 IMPACT OF IFRS: MEDIA ACCOUNTING AND REPORTING ISSUES Capacity transactions Cable television companies often use specific line or transmission capacity provided by telecommunication companies, such as underground cable bandwidth or satellite transponder capacity, to connect with customers. While the telecommunication company retains ownership of the infrastructure, the right to use the capacity is assigned to the cable television company. While some agreements grant the right to use a specific identifiable physical asset, others only state that a certain amount of capacity within the overall infrastructure is available for use by the cable television company. Cable television companies should analyse these transactions carefully and determine whether these transactions constitute or contain a lease. Guidance in respect of this is provided in IFRIC 4 Determining whether an Arrangement contains a Lease. This issue is routinely faced by telecommunication companies. See KPMG’s publication Accounting under IFRS: Telecoms for further discussion on the accounting treatment. Inventory Cable television companies provide customers with set-top boxes, routers and related equipment. Depending upon the customary business practice and terms of the arrangement, cable television companies either charge the customer a fee for the use of the equipment or provide them free of charge for use during the term of the subscription. When entering into these transactions with customers, cable television companies are faced with the issue of whether to account for the equipment as a sale under IAS 18 Revenue, or to treat them as assets on loan. Due to the complex nature of the contractual relationships between the cable television company and the end customer, the question arises of the point at which these set-top boxes are considered sold/acquired. In many instances, this comes down to the evaluation of facts and circumstances to determine whether the risks and rewards of ownership have been transferred. As contractual arrangements with customers differ in practice, what matters is the substance of the arrangement and cable television companies should examine these arrangements on a case-by-case basis using the relevant guidance in IAS 18 or IAS 17 Leases. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA FIRST-TIME ADOPTION OF IFRS First-time adoption of IFRSs An early understanding of the numerous mandatory and optional exemptions from the retrospective application of IFRSs that are available to first-time adopters of IFRSs is key for a successful transition to IFRSs. Selecting accounting policies at the time of preparing the opening statement of financial position not only affects the first IFRS financial statements but also the financial statements for subsequent periods. IFRS 1 First-time Adoption of IFRSs allows a company converting to IFRSs a number of reliefs from the requirements that otherwise would apply if IFRSs were adopted as if they had always been applied by the company. Without any relief, a company would be required to retrospectively implement IFRSs from the start of its corporate history. As such, the standard helps ensure that a company’s first IFRS financial statements contain high-quality information that is transparent for users and comparable over all periods presented. Furthermore, the guidance in IFRS 1 provides a suitable starting point for subsequent accounting under IFRS that can be generated at a cost that does not exceed the benefits. IFRS 1 is not sector-specific. As such there are no media-specific provisions in the standard on first-time adoption that would not be considered by other sectors. Media companies will need to go through each of the available options in IFRS 1 and decide which are the most appropriate for them based on the corporate profile they have. We note a couple of examples below to consider. One of the most commonly used elective IFRS 1 exemptions for media companies is the option not to restate pre-IFRS business combinations. Here, acquisitive media companies are not required to revisit their acquisition accounting under previous GAAP. A second exemption that media companies should consider is the deemed cost election under IFRS 1, whereby the fair values of certain assets can be brought onto the company’s first IFRS statement of financial position. Here, the carrying amount of an item of property, plant and equipment may be measured at the date of transition based on a “deemed cost”. The exemption applies to individual items of property, plant and equipment, investment property and intangible assets, subject to meeting certain criteria. Deemed cost may be (1) fair value at the date of transition; (2) a prior GAAP revaluation broadly similar to fair value under IFRSs or cost or a depreciated cost measure under IFRSs adjusted to reflect changes in a general or specific price index; or (3) an event-driven fair value. Unlike other optional exemptions, the event-driven fair value exemption under IFRSs may be applied selectively to the assets and liabilities of a first-time adopter if specific criteria are met, i.e. the exemption is not limited to a particular asset or liability. For more information on the relief available upon the adoption of IFRS, we recommend that you refer to KPMG’s publication IFRS Handbook: First-time Adoption of IFRS. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 19 20 IMPACT OF IFRS: MEDIA PRESENTATION OF FINANCIAL STATEMENTS Presentation of financial statements Regardless of accounting gaps that emerge from the assessment of accounting policies, media companies need to review the presentation of their financial statements prepared under IFRSs. IAS 1 Presentation of Financial Statements does not prescribe specific formats to be followed. Instead, it provides the minimum requirements for the presentation of financial statements, including its content and guidelines for their structure. In our firms’ experience, media companies consider the presentation adopted by other media companies in the industry. Under IAS 1 entities present “complete” financial statements along with comparatives, which comprise: • Statement of financial position. • Statement of comprehensive income presented either in a single statement of comprehensive income that includes all components of profit or loss and other comprehensive income; or in the form of two statements, one being the income statement and the other the statement of comprehensive income, which begins with the profit and loss as reported in the income statement and displays separately the various components of other comprehensive income. • Statement of changes in equity. • Statement of cash flows. • Notes comprising a summary of significant accounting policies and other explanatory information. In addition, a first-time adopter is required to present the statement of financial position at the start of its earliest comparative period. Subsequent to the adoption of IFRSs, this third statement of financial position is presented only in certain circumstances. Probably the most sensitive of these financial statements is the statement of comprehensive income. Here, IFRSs stipulate required line items, but calls for management to select the method of presentation that is most reliable and relevant. The standard provides companies the option to present an analysis of expenses either on the basis of their nature (e.g. depreciation, purchases of material, transport costs, advertising costs etc.) or based on their function (e.g. selling costs, administrative costs, research and development, cost of sales). However, a media company that discloses information based on function is still required to disclose, in the notes to the financial statements, expenses by nature including depreciation and employee benefits expense. Within these parameters, the actual format of media company’s statements is quite varied. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA INFORMATION TECHNOLOGY AND SYSTEMS CONSIDERATIONS Information technology and systems considerations A major effect of converting to IFRSs will be the increased burden throughout the organisation to capture, analyse, and report new data to comply with IFRS requirements. Making strategic and tactical decisions relating to information systems and supporting processes early in the project helps limit unnecessary costs and risks arising from possible duplication of effort or changes in approach at a later stage. Much depends on factors such as: • the type of enterprise system and whether the vendor offers IFRS-specific solutions • whether the system has been kept current – older versions may need updating • the level of customisation – the more customised the system, the more effort and planning the conversion process likely will take. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 21 22 IMPACT OF IFRS: MEDIA INFORMATION TECHNOLOGY AND SYSTEMS CONSIDERATIONS From accounting differences to information sources The foundation of the project, as described earlier, is to understand the IFRS to local GAAP accounting differences and the effects of those differences. That initial analysis is followed by determining the effect of those accounting gaps on internal information systems and internal controls. What organisations must determine is which systems will need to change and translate accounting differences into technical system specifications. One of the difficulties organisations may face in creating technical specifications is to understand the detailed end-to-end flow of information from the source systems, such as billing and sub-ledgers such as artist advances (including work-around models) to the general ledger, and further to the consolidation and reporting systems. The simplified diagram below outlines a process that organisations can adopt to identify the impact on information systems. Process for identifying the effects of IFRSs on information systems Accounting and Disclosure Gaps Data warehouse General ledger • Identify the general ledger accounts to which the gaps relate. Source systems • Trace the general ledger transactions back to their source: – directly to source systems – through the data warehouse(s). Front-end applications • Trace the transactions back to the front-end application, where appropriate. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA INFORMATION TECHNOLOGY AND SYSTEMS CONSIDERATIONS How to identify the impact on information systems There are many ways in which information systems may be affected, from the initiation of transactions through to the generation of financial reports. The following table shows some areas in which information systems change might be required under IFRSs depending upon facts and circumstances. Change New data requirements New accounting disclosure and recognition requirements may result in more detailed information, new types of data, and new fields, and information may need to be calculated on a different basis. Changes to the chart of accounts There will almost always be a change to the chart of accounts due to reclassifications and additional reporting criteria. Reconfiguration of existing systems Existing systems may have built-in capabilities for specific IFRS changes, particularly the larger enterprise resource planning (ERP) systems and high-end general ledger packages. Modifications to existing systems New reports and calculations are required to accommodate IFRS. Spreadsheets and models used by management as an integral part of the financial reporting process should be included when considering the required systems modifications. New systems interface and mapping changes When previous financial reporting standards did not require the use of a system or when the existing system is inadequate for IFRS reporting, it may be necessary to implement new software. When introducing new source systems and decommissioning old systems, interfaces may need to be changed or developed and there may be changes to existing mapping tables to the financial system. When separate reporting tools are used to generate the financial statements, mapping these tools will require updating to reflect changes in the chart of accounts. Consolidation of entities Under IFRSs, there is the potential for changes to the number and type of entities that need to be included in the group consolidated financial statements. For example, the application of the concept of “control” may be different under IFRSs; see also future developments in Appendix 1. Reporting packages Reporting packages may need to be modified to: • gather additional disclosures in the information from branches or subsidiaries operating on a standard general ledger package; or • collect information from subsidiaries that use different financial accounting packages. Financial reporting tools Reporting tools can be used to: • perform the consolidation and the financial statements based on data transferred from the general ledger; or • prepare only the financial statements based on receipt of consolidated information from the general ledger. Action Modify: • general ledger and other reporting systems to capture new or changed data • work procedure documents. Create new accounts and delete accounts that are no longer required. Reconfigure existing software to enable accounting under IFRSs (and parallel local GAAP, if required). Make amendments such as: • new or changed calculations • new or changed reports • new models. Implement software in the form of a new software development project or select a package solution. Interfaces may be affected by: • modifications made to existing systems • the need to collect new data • the timing and frequency of data transfer requirements. Update consolidation systems and models to account for changes in consolidated entities. Modify reporting packages and the accounting systems used by subsidiaries and branches to provide financial information. Modify: • reporting tools used by subsidiaries and branches to provide financial information • mappings and interfaces from the general ledger • the consolidation systems used to report consolidated financial statements based on additional requirements such as segment reporting. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 23 24 IMPACT OF IFRS: MEDIA INFORMATION TECHNOLOGY AND SYSTEMS CONSIDERATIONS Parallel reporting: timing the changeover from local GAAP to IFRS reporting Conversion from local GAAP to IFRSs will require parallel accounting for a certain period of time. At a minimum, this will happen for one year as local GAAP continues to be reported, but IFRS comparatives are prepared prior to the go-live date of IFRSs. Parallel reporting may be created either in real-time collection of information through the accounting source systems to the general ledger or through “top-side” adjustments posted as an overlay to the local GAAP reporting system. The manner and timing of processing information for the comparative periods in realtime or through top-side adjustments will be based on a number of considerations: Parallel accounting option in comparative year Parallel accounting through top-side adjustments Effect Considerations • No real-time adjustments to systems and processes will be required for the comparative period. • Less risky for ongoing local GAAP reporting requirements in the comparative year. • Local GAAP reporting will flow through sub-systems to the general ledger (i.e. business as usual). • Available for all, but more typical when the volume of transactions to consider is less. • Comparative period will need to be recast in accordance with IFRSs, but can be achieved off-line. • More applicable to small/ less complex organisations or when few changes are required. • Migration of local GAAP to IFRSs happens on the first day of the year in which IFRS reporting commences. Real-time parallel accounting • Consideration needed for “leading ledger” in the comparative year being local GAAP or IFRSs (i.e. which GAAP will management use to run the business). • If the leading ledger is based on IFRSs in the comparative year, conversion back to local standards is necessary for the usual reporting timetable and requirements. • Changes to systems and information may continue to be needed in the comparative year if the IFRS accounting options have not been fully established. • Real-time reporting of two GAAPs in the comparative year has benefits, but puts more stress on the finance group. • Typically used when tracking two sets of numbers for a large volume of transactions. • More applicable for large/ complex organisations with many changes. • Strict control on system changes will need to be maintained over this phased changeover process. • Migration to IFRS ledgers needed prior to the first day of the year in which IFRS reporting commences. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA INFORMATION TECHNOLOGY AND SYSTEMS CONSIDERATIONS Most major ERP systems (e.g. Oracle®, Peoplesoft®, SAP®) are able to handle parallel accounting in their accounting systems. The two common solutions implemented are the Account solution or the Ledger solution. Depending on the release of the respective ERP systems, one or both options are available for the general ledger solution. Account solution Ledger solution General Ledger Only Local Only IFRS IFRS IFRS = Local GAAP Common Accounts Local GAAP Features Features • Accounting general ledger balances with no differences between IFRSs and local GAAP will be posted only once on a common account. • One common chart of accounts for IFRS and local GAAP. • Define additional accounts for only IFRSs and only local GAAP when there are accounting differences. • IFRSs and local GAAP will be posted on different accounts. • Delta differences between IFRSs and local GAAP accounts or full re-posting into both IFRSs and local GAAP will need consideration. Only IFRS posting Only Local GAAP posting • Two separate ledgers. • Differences between IFRSs and local GAAP will be posted to the different ledgers on the same accounts (postings 1 and 3). • Accounting postings with no differences between IFRSs and local GAAP will be posted only once and transferred to both ledgers on the same accounts (posting 2). © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 25 26 IMPACT OF IFRS: MEDIA INFORMATION TECHNOLOGY AND SYSTEMS CONSIDERATIONS Harmonisation of internal and external reporting Organisations should consider the impact of IFRS changes on data warehouses and relevant aspects of internal reporting. In many entities, internal reporting is performed on a basis similar to external reporting, using the same data and systems, which will therefore need to change to align with IFRSs. The following diagram represents the possible internal reporting areas that may be affected by changing systems to accommodate the new IFRS reporting requirements. External reporting Management reporting • IFRSs • Stand-alone financial reporting per local GAAP • Tax reporting • Regulatory reporting • Business key performance indicators • Business unit reporting • Product service reporting • Cost accounting Compliance Performance improvement Shareholder value reporting Planning and budgeting • Economic value-added (EVA) • Annual budget • Cash value-added • Rolling forecast • Management incentives • Operational forecast • Stock compensation plans • Strategic plans • Closing preview forecast The process of aligning internal and external reporting typically will involve the following: • When mappings have changed from the source systems to the general ledger, mappings to the management reporting systems and the data warehouses also should be changed. • When data has been extracted from the source systems and manipulated by models to create IFRS adjustments that are processed manually through the general ledger, the impact of these adjustments on internal reporting should be carefully considered. • Alterations to calculations and the addition of new data in source systems, as well as the new timing of data feeds, could have an effect on key ratios and percentages in internal reports, which may need to be redeveloped to accommodate them. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA PEOPLE: KNOWLEDGE TRANSFER AND CHANGE MANAGEMENT People: Knowledge transfer and change management When your company reports for the first time under IFRSs, the preparation of those financial statements will require IFRS knowledge to have been successfully transferred to the financial reporting team. Timely and effective knowledge transfer is an essential part of a successful and efficient IFRS conversion project. People impacts range from an accounts payable clerk coding invoices differently under IFRSs to audit committee approval of disclosures for IFRS reporting. There is a broad spectrum of people-related issues, all of which require an estimation of the changes that are needed under the IFRS reporting regime. The success of the project will depend on the people involved. There needs to be an emphasis on communications, engagement, training, support and senior sponsorship, all of which are part of change management. Training should not be underestimated and many entities often do not fully appreciate the levels of investment and resource involved in training. Although most conversions are driven by a central team, you ultimately need to ensure the conversion project is not dependent on key individuals and is sustainable into the long-term across the whole organisation. Distinguishing between different audiences and the nature of the content is key to successful training. Some useful knowledge transfer pointers are as follows: • Training tends to be more successful when tailored to the specific needs of the company. Few companies claim significant benefit from external non-tailored training courses. • Geographically disparate companies often use web-based training as a cost and time-efficient method of disseminating knowledge. • More complex areas such as impairment testing and artist advances tend to be best conveyed through “workshop” training approaches in which companyspecific issues can be tackled. • Many companies manage their training through a series of site visits – typically partnerships of one member of the core central team along with a second technical expert, often an external advisor. • Some companies use training as an opportunity to share their data collection process for group reporting at the same time. Even with the best planning and training possible, it is critical that an appropriate support structure is in place so that the business units implement the desired conversion plans properly. IFRS knowledge only really becomes embedded in the business when the stakeholders have the opportunity to actually prepare and work with real data on an IFRS basis. We recommend building “dry runs” into the conversion process at key milestones to test the level of understanding among finance staff. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 27 28 IMPACT OF IFRS: MEDIA BUSINESS AND REPORTING Business and reporting One of the challenges of IFRS conversion stems from the number of stakeholders that have a vested interest in the financial performance of the organisation. Your project will have to deal with a large number of internal and external stakeholders so as to manage one fundamental issue – the operational performance stays the same but the “scoreboard” of the financial statements gives a different result under IFRSs. Measurement of operational performance cuts across all parts of an organisation and effects the internal business drivers and external perceptions of the company. The assessment of who those affected groups are and the appropriate time for communications will be a key component of an IFRS conversion project. Stakeholder analysis and communications A thorough review of the internal and external stakeholders is an essential first step. Certain less obvious internal stakeholder groups may be engaged only in the conversion process at a late stage but the awareness of when to engage those groups is necessary. For example, union representatives will need to be involved in changes to compensation schemes if, for example, bonuses are based on earnings per share measures that will alter under IFRSs. However, there is little point bringing the unions or human resource (HR) groups into detailed accounting discussions early on in the conversion process. In a similar context, external stakeholders should be properly identified and communicated with throughout the IFRS conversion. Examples include groups such as banks, rating agencies, tax authorities, regulators, industry analysts and the financial media. Every identified group must be factored into the timing of when and how to present changes in operational reporting because of IFRSs. Furthermore, for internal stakeholders, project related deliverables need to be incorporated into the IFRS project objectives to help ensure their successful achievement. A common failure is the lack of a communications strategy through which companies ensure that all key stakeholder groups are fully informed of the project’s progress. At a minimum this includes the quarterly and annual disclosures in the financial reports, but may need a much broader ranging communications strategy. Audit committee and board of directors considerations The audit committee and board of directors should be actively informed and included in the process so that they are appropriately engaged in the conversion process and do not become a bottleneck for certain key decisions. All IFRS conversions should ensure that board and audit committee meetings are acknowledged on the project plan as these meetings can drive key deliverables and provide incentive for timely delivery. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA BUSINESS AND REPORTING Senior management groups (as well as the audit committee and board) also need to have tailored and periodic training to suit their knowledge requirements so as to not overwhelm them with accounting theory on IFRSs. Clearly there is a balance to be struck between the accounting understanding required and the responsibilities of the group undergoing the training. Other areas of IFRS risks to mitigate A quality IFRS conversion must enable an accounting process involving change management and complexity to be as risk-free as possible. It is essential that an organisation does not miss deadlines, or issue reports including errors. As such, the stakes are high when it comes to IFRS conversions. There are a number of areas to consider but two main ones are around the use of the external auditor and the internal control certification requirements. The close co-operation and use of the organisation auditors should be an integral part of the IFRS governance process of the project. There needs to be explicit acknowledgement on the part of the entity for frequent auditor involvement. Clear expectations should be set around all key deliverables, including timely IFRS technical partner involvement. The audit committee also needs to ensure the external audit teams have reviewed changes to accounting policies alongside the approval by audit committee. Proper planning for new and enhanced internal controls and certification process as part of your IFRS conversion should be considered. Assessment of internal control design for accounting policy management as well as financial close processes are integral and companies need to be cognisant of the impact of any manual work-around used. Documentation of new policies, procedures and the underlying internal controls will all need to be reflected as part of the IFRS process. Benefits of IFRSs While the majority of this publication has focused on the micro-based risks and issues associated with IFRSs and IFRS conversions, senior management should not lose sight of the macro-based benefits of IFRS conversion. IFRSs may offer more global transparency and ease access to foreign capital markets and investments, and that may help facilitate cross-border acquisitions, ventures and spin-offs. For example, and as a final thought, by converting to IFRSs, organisations should be able to present their financial reports to a wider capital community. If this lowers the lending rate to that entity by, say, a quarter of a percentage point for the annuity of the organisation, then the benefits are clearly measurable despite the short-term pain of the finance group through the IFRS conversion process. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 29 30 IMPACT OF IFRS: MEDIA APPENDIX 1 – FUTURE DEVELOPMENTS Appendix 1 – Future developments There are a significant number of new and updated standards scheduled for release by the IASB4 over the next two years in the areas discussed in this document that will have an impact on the media industry. These include: Consolidation The IASB has a consolidation project on its agenda, the objective of which is to develop a basis for consolidation that will apply to all entities, including “structured entities”. In December 2008 the IASB published Exposure Draft (ED) 10 Consolidated Financial Statements, which proposed a single de facto control model for all entities, including structured entities. A final standard is scheduled for the fourth quarter of 2010. As a result of its redeliberations following comments received on the ED, the IASB has decided to publish a separate comprehensive standard that is expected to require extensive disclosures in respect of an entity’s involvement with consolidated and unconsolidated entities, including structured entities. A final standard is scheduled for the fourth quarter of 2010. 4 International Accounting Standards Board. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA APPENDIX 1 – FUTURE DEVELOPMENTS Financial statement presentation The overall objective of the comprehensive financial statement presentation project is to establish a global standard that prescribes the basis for presentation of financial statements of an entity that are consistent over time, and that promote comparability between entities. The financial statement presentation project is conducted in three phases: • Phase A was completed in September 2007 with the release of a revised IAS 1 Financial Statement Presentation; • Phase B is in progress and addresses the more fundamental issues relating to financial statement presentation; and • Phase C has not been initiated, but is expected to address issues relating to interim financial statements. In July 2010 the IASB posted a staff draft of a proposed ED reflecting tentative decisions made to date in respect of phase B to obtain further stakeholder feedback. An ED is scheduled for the first quarter of 2011. In May 2010 the IASB issued ED/2010/5 Presentation of Items of Other Comprehensive Income – Proposed Amendments to IAS 1, which proposes to: • change the title of the statement of comprehensive income to statement of profit or loss and other comprehensive income; however, an entity is still allowed to use other titles; • present comprehensive income and its components in a single statement of profit or loss and other comprehensive income, with items of other comprehensive income presented in a separate section from profit or loss within that statement, thereby eliminating the alternative permitted by current IAS 1 to present a separate income statement; and • present separately the items of other comprehensive income that would be reclassified to profit or loss in the future from those that would never be reclassified to profit or loss. The final amendments are scheduled for the fourth quarter of 2010. Joint ventures The IASB is working on a short-term convergence project, partly to reduce the main differences between IAS 31 Interests in Joint Ventures and US GAAP in the investor’s accounting for an interest in a joint arrangement. In September 2007 the IASB published ED 9 Joint Arrangements, which proposed accounting for joint arrangements based on the contractual rights and obligations agreed to by the parties to joint arrangements; the legal form of the arrangement would no longer be the most significant consideration in determining the accounting for joint arrangements. The ED proposed that an entity recognise an interest in a joint venture, previously a “jointly controlled entity”, using the equity method. Unlike IAS 31, proportionate consolidation would not be permitted. A final standard is scheduled for the fourth quarter of 2010. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 31 32 IMPACT OF IFRS: MEDIA APPENDIX 1 – FUTURE DEVELOPMENTS Leases In August 2010 the IASB and the FASB5 published Exposure Draft ED/2010/9 Leases. The ED proposes new models for lessee and lessor accounting, which would change current lease accounting requirements significantly. In respect of lessee accounting, the ED proposes a model for lessee under which a lessee would recognise a “right-of use” asset representing its right to use the underlying asset and a liability representing its obligation to pay lease rentals over the lease term. Accordingly, all operating leases under current IAS 17 Leases would be brought onto the statement of financial position. Revenue The IASB and the FASB are working on a joint project to develop a comprehensive set of principles for revenue recognition. In June 2010 the IASB published ED/2010/6 Revenue from Contracts with Customers, which would replace IAS 11, IAS 18 and a number of interpretations, including IFRIC 18 Transfer of Assets from Customers and SIC-31 Revenue – Barter Transactions Involving Advertising Services. The ED proposes a single revenue recognition model in which an entity recognises revenue as it satisfies a performance obligation by transferring control of promised goods or services to a customer. The ED does not propose to retain current requirements that revenue is not recognised if the goods or services exchanged are of a similar nature and value. The model would be applied to all contracts with customers except leases, financial instruments, insurance contracts and non-monetary exchanges between entities in the same line of business to facilitate sales to customers other than the parties to the exchange. A final standard is scheduled for the second quarter of 2011. See KPMG’s publication New on the Horizon: Revenues recognition for media companies. 5 US Financial Accounting Standards Board. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. IMPACT OF IFRS: MEDIA KPMG: An Experienced Team, a Global Network KPMG’s Media practice Media and entertainment industries are currently experiencing rapid paradigm shifts. Gone are the days when film studios and broadcasters could depend on opening box office receipts and ratings alone. Most media companies now depend on a wide variety of channels to market – from mobile devices to virtual worlds. And as content distribution options have expanded, so has the volume of content available for those channels. In short, we are now experiencing nothing less than a complete revolution of the media industry with the advent of Web 2.0 and the explosion of user-created content. KPMG’s Media practice serves a broad variety of companies – from major content producers, publishers and traditional broadcasters to newly emerging online companies. Our member firms’ experienced media professionals seek to anticipate changing business demands and assist with developing frameworks to enhance our clients’ success in the market. Our Audit, Tax, and broad array of Advisory services are utilised by clients to help their businesses thrive. Through our global network of professionals in Africa, the Americas, Asia Pacific, Europe and the Middle East, KPMG’s Media practice can help you reduce costs, mitigate risk, improve controls of a complex value chain, protect intellectual property, and meet the myriad challenges of the digital economy. For more information, visit www.kpmg.com/cm. Your conversion to IFRS As a global network of member firms with experience in more than 1,500 IFRS conversion projects around the world, we can help ensure that the issues are identified early, and can share leading practices to help avoid the many pitfalls of such projects. KPMG member firms have extensive experience and the capabilities needed to support you through your IFRS assessment and conversion process. Our global network of specialists can advise you on your IFRS conversion process, including training company personnel and transitioning financial reporting processes. We are committed to providing a uniform approach to deliver consistent, high quality services for our clients across geographies. © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 33 34 IMPACT OF IFRS: MEDIA Contact us Global Media Practice Global Media contacts Global Chair Brazil Germany Sean Collins KPMG in Singapore Tel: +65 6213 7302 email: seanacollins@kpmg.com Eduardo Paulino KPMG in Brazil Anne Schurbohm KPMG in Germany Tel: +55 11 2183 3122 Tel: +49 521 9631 1680 email: cepaulino@kpmg.com.br email: aschurbohm@kpmg.com Canada India Kathy Cunningham KPMG in Canada Rajesh Mehra KPMG in India Tel: +1 416 228 7180 Tel: +91 (22) 3983 5123 email: kacunningham@kpmg.ca email: rajeshmehra@in.kpmg.com China Netherlands Li Fern Woo KPMG in China Remco van der Brugge KPMG in Netherlands Tel: +86 21 2212 2603 (ext. 6202603) Tel: +31 20 656 7254 email: lifern.woo@kpmg.com.cn email: vanderbrugge.remco@kpmg.nl France United States Bertrand Vialatte KPMG in France Jan Nagel KPMG in the US Tel: +33 1 5568 6633 Tel: + 1 212 872 5549 email: bvialatte@kpmg.com email: jnagel@kpmg.com © 2010 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. Acknowledgements We would like to acknowledge the authors of this publication, including the following: Aditya Maheshwari KPMG International Standards Group (part of KPMG IFRG Limited) Anne Schurbohm KPMG in Germany We would also like to thank the contributions made by the project review team, which included the following media sector partners from KPMG member firms: Remco van der Brugge Markus Kreher Kenneth J Krick Li Fern Woo KPMG KPMG KPMG KPMG in in in in Netherlands Germany the US China Other KPMG publications We have a range of IFRS publications that can assist you further, including the following: • New on the Horizon publications, which discuss consultation papers, such as New on the Horizon: Revenue recognition for media companies • Insights into IFRS • IFRS compared to US GAAP • IFRS Handbook: First-time adoption of IFRS • IFRS Handbook: Business combinations and non-controlling interests • Illustrative financial statements: First-time adopters • First Impressions publications that discuss new pronouncements • Illustrative financial statements for annual and interim periods • Disclosure checklist. The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. © 2010 KPMG International Cooperative (“KPMG International”), a Swiss entity. Member firms of the KPMG network of independent firms are affiliated with KPMG International. KPMG International provides no client services. No member firm has any authority to obligate or bind KPMG International or any other member firm vis-à-vis third parties, nor does KPMG International have any such authority to obligate or bind any member firm. All rights reserved. Any trademarks identified in this document are the property of their respective owner(s). KPMG and the KPMG logo are registered trademarks of KPMG International, a Swiss entity. Designed by Evalueserve. Publication name: Impact of IFRS: Media Publication date: September 2010 kpmg.com/ifrs