The Leinster Society of IRISH GAAP In 2015 How the new FRSs will impact accountants Chartered Accountants 27th May 2014 Chartered Accountants House, 47-49 Pearse Street, Dublin 2 www.charteredaccountants.ie EDUCATING SUPPORTING REPRESENTING Speakers Deloitte’s • Oliver Holt Director of Financial Reporting Grant Thornton’s • Fergus Condon Financial Accounting and Advisory Services Partner and • Peter Vale Tax partner Agenda • Introduction • FRS 101 • FRS 102: o General purpose accounting o Financial instruments accounting o Tax implications • Q&A and close Irish GAAP in 2015 How the new FRSs will impact accountants Oliver Holt Director of Financial Reporting Deloitte & Touche 27 May 2014 Leinster Society of Chartered Accountants Chartered Accountants House, Dublin 2 © 2014 Deloitte & Touche The GAAPs on offer – a menu of choice 5 © 2014 Deloitte & Touche Irish GAAP 2015 in a nutshell…. FRS 100 • ‘Application of financial reporting requirements’ • Which standard to apply; application of SORPs; Statement of compliance; effective date; meaning of ‘equivalence’ FRS 101 • ‘Reduced disclosure framework’ • List of disclosure exemptions from full IFRSs for ‘qualifying entities’ FRS 102 • ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ • Operational FRS derived from the IFRS for SMEs; list of disclosure exemptions from this FRS for ‘qualifying entities’ FRS 103 • ‘Insurance Contracts’ • applicable to entities reporting under FRS 102 that have insurance contracts (including reinsurance contracts) and/or issue financial instruments with a discretionary participation feature. Other 6 • Foreword; FRC Abstracts; SORPs and FRSSE © 2014 Deloitte & Touche FRS 100 – who does what? Currently applying; Proposed: Reduced disclosures? Required to apply EU adopted IFRS No change No Opted to apply IFRS Option: IFRS (no change), or FRS 102 Yes, for parent or subsidiaries Irish FRS Option: IFRS, or FRS 102 Yes, for parent or subsidiaries FRSSE No change (but FRSSE to be further simplified) N/a (i.e. Listed group) 7 © 2014 Deloitte & Touche The GAAPs on offer – decision-making time • FRSs 100-103 effective for periods beginning on/after 1 January 2015 • Early adoption permitted: for FRS 102 – December 2012 onwards • Transition to IFRSs possible at any stage • Expect further consultation on the FRSSE • Timeline for a calendar year end reporter: FRSs 100-101 Today, you are here! FRS 102 2012 2013 Early adoption permitted 8 FRS 103 2014 1 January 2014 date of transition 2015 31 December 2014 comparative balance sheet 31 December 2015 first year-end balance sheet © 2014 Deloitte & Touche Introducing FRS 101 ‘Reduced Disclosure Framework’ 9 © 2014 Deloitte & Touche What is FRS 101 exactly? FRS 101 financial statements are… Prepared using IFRS recognition and measurement bases Technically Companies Act accounts (therefore must comply with company law) Granted a number of disclosure exemptions FRS 101 Financial statements Available to “qualifying entities” in individual financial statements only 10 © 2014 Deloitte & Touche Who is eligible to apply FRS 101? A qualifying entity is… • A member of a group where the parent prepares publicly available consolidated financial statements which are intended to give a ‘true and fair’ view and include equivalent disclosures at group level • Included in those consolidated accounts • Shareholders must have been notified in writing - objection thresholds (5% of total or 50% of the minority) • Entity must make certain disclosures in its financial statements - compliance note; exemptions taken What does this mean in practice? Most parents and subsidiaries will be qualifying entities 11 No explicit requirement for the consolidated accounts to be prepared under IFRS Disclosure reductions are available in separate (company only) financial statements © 2014 Deloitte & Touche FRS 101 accounts are Companies Act accounts What does this mean? Companies Act formats for primary statements Negative goodwill on balance sheet Goodwill impairment shall be reversed if conditions reverse Grant accounting – netting off prohibited 12 Companies Act required disclosures FRS 101 and the Companies Act Discontinued operations must be on face of P&L Not permitted to fair value earn-outs © 2014 Deloitte & Touche What are the disclosure reductions? As specified by FRS 101 Not currently required in Irish Disclosed on a group basis Other • Cash flow statement & notes (IAS 7) • Key management compensation (IAS 24) • • • • • Share-based payments (IFRS 2) Financial instruments (IFRS 7)† Fair values (IFRS 13)† Acquisitions (IFRS 3) Cashflows from discontinued operations (IFRS 5) • Impairment (IAS 36) • • • • • Comparative data (IAS 16, 38, 40) Third balance sheet (IAS 1) Capital management (IAS 1)† Standards not yet applied (IAS 8) Group related party transactions (IAS 24) † No exemption for financial institutions 13 © 2014 Deloitte & Touche What about financial institutions? Financial institutions can be qualifying entities, but may not take all of the exemptions provided by FRS 101. The Glossary to FRS 100 gives a long list of entities which are financial institutions, including: • Banks, building societies, credit unions, custodian banks, broker-dealers, stock-brokers, insurance entities, friendly societies, investment trusts, VC trusts, unit trusts, open-ended investment companies and retirement benefit plans There is also a relatively broad 'catch-all' which may be tougher to apply in practice: “A financial institution is…any other entity whose principal activity is to generate wealth or manage risk through financial instruments. This is intended to cover entities that have business activities similar to those listed above but are not specifically included in the list above. A parent entity whose sole activity is to hold investments in other group entities is not a financial institution.” 14 © 2014 Deloitte & Touche FRS 101 – characteristics and implications Key characteristics of IFRSs/FRS 101 • Greater use of fair value as a measurement basis, increasing focus on obtaining reliable results • FRS 101 provides a reduced disclosure regime for some qualifying group companies – but new complexity of interaction with the Companies Acts. Key implications • More complexity than Irish GAAP in recognition, measurement and disclosure • International comparability • Ease of group reporting • More changes from Irish GAAP and therefore potentially more significant tax impacts 15 © 2014 Deloitte & Touche FRS 101 – to adopt or not to adopt? More than accounting Impact on tax/gearing compensation Cost of Conversion Current group framework/s - compatible? Things to think about… - minimise? Distributable profits - decreased? 16 Early adoption - beneficial? Disclosure reductions - permission? Companies Acts formats - significant complexities? iXBRL - affected? © 2014 Deloitte & Touche Leinster Society of Chartered Accounts FRS 102 May 2014 Fergus Condon Partner Grant Thornton © 2014 Grant Thornton Ireland. All rights reserved Peter Vale Partner Grant Thornton FRS 102 – its origins. • Based largely on IFRS for SMEs but with numerous differences • 35 sections grouped by topic • Glossary of defined terms • Not a 'one-stop shop' – – still need to meet statutory requirements too – cross reference to IFRS in some instances – full IFRS for EPS, segment reporting and extractive industries • 'PBE' prefix for paragraphs specific to public benefit entities © 2014 Grant Thornton Ireland. All rights reserved. 18 FRS 102 – Heat Map Defined benefit pensions Revenue recognition / High Impact on Financial Statements Inter-company Fixed assets Financial Instruments Deferred Tax Investment property Leases Foreign currency Cash Presentation of financial statements Impairment Review Low Medium High Medium Low Impact on process /systems © 2014 Grant Thornton Ireland. All rights reserved. 19 Business combinations/ goodwill Transition requirements © 2014 Grant Thornton Ireland. All rights reserved Summary of transition requirement • statement of compliance to be included • full comparatives presented (opening balance sheet not required) • retrospective accounting except for certain areas – de-recognition of financial assets and financial liabilities – hedge accounting – accounting estimates – discontinued operations – measuring non-controlling interests • certain exemptions available which will be highlighted in sections below. © 2014 Grant Thornton Ireland. All rights reserved. 21 Summary of transition considerations • explain how transition affected reported financial position and performance by: – nature of change in accounting policy – reconciliation of equity from one framework to the other at date of transition and end of period – reconciliation of profit/loss from one framework to the other at the end of the period. © 2014 Grant Thornton Ireland. All rights reserved. 22 FRS 102 – Areas requiring most consideration © 2014 Grant Thornton Ireland. All rights reserved Employee benefits – key differences – compensated absences Current Irish GAAP: FRS 17: Retirement benefits • FRS 102: Section 28: Employee Benefits • If an entity compensates employees for absences for various reasons(eg annual leave), and if these accumulate, then an entity shall recognise the expected cost of these absences when the employees renders the service. • HR systems should be assessed to ensure capabilities for capturing necessary information. no requirement to accrue for compensated absences such as sick leave © 2014 Grant Thornton Ireland. All rights reserved. 24 Employee benefits – key differences – group defined benefit schemes Current Irish GAAP FRS 102 • group scheme = multi-employer scheme • group scheme ≠ multi-employer scheme • group DB schemes can be offbalance sheet for all group entities (except consolidated accounts), all companies account for scheme as DC • group DB schemes either entirely on legally responsible employer or accounting follows stated policy or contractual agreement. © 2014 Grant Thornton Ireland. All rights reserved. 25 Employee benefits – key differences – multi-employer schemes Current Irish GAAP FRS 102 • can be accounted for as though it were a defined contribution arrangement provided the employer is unable to identify its share of the underlying assets and liabilities in the scheme on a consistent and reasonable basis • can also be accounted for as a DC scheme but there is also an additional requirement to recognise a liability for any funding arrangement that has been agreed with the pension scheme. © 2014 Grant Thornton Ireland. All rights reserved. 26 Employee benefits – key differences – defined benefit schemes Current Irish GAAP • the cost relating to movements in the net liability is recognised in P&L aside from actuarial gains/losses which are recognised in the STRGL • an expected return on plan assets is recognised as income in the P&L and the interest cost relating to scheme liabilities is recognised separately as an expense © 2014 Grant Thornton Ireland. All rights reserved. FRS 102 27 • cost relating to movements in the net liability is recognised in P&L except for the effects of re-measurement which are recognised in OCI • re-measurement comprises actuarial gains/losses and the return on plan assets, excluding amounts included in net interest on the net liability. Employee benefits – key differences – defined benefit schemes continued Current Irish GAAP • the net surplus/deficit (net of deferred tax) is presented on the balance sheet after other net assets • no requirement to obtain a full actuarial valuation (by a professionally qualified actuary) at each balance sheet date. © 2014 Grant Thornton Ireland. All rights reserved. FRS 102 28 • deferred tax not netted against the net surplus/deficit but shown separately as part of the remaining deferred tax balance • no requirement to use an independent actuary to perform the actuarial valuation and no requirement to perform a comprehensive actuarial valuation annually. Revenue – reference comparison and key differences Current Irish GAAP FRS 102 • FRS 5 application note G – principles similar to IAS 18 – looks more from point of view of asset/liability recognition © 2014 Grant Thornton Ireland. All rights reserved. • Section 23 - derived from IAS 18 • mostly similar to Irish GAAP but… – look at the detail – benchmark existing policies against FRS 102 requirements – do not take it for granted they will be the same. 29 Business Combinations - Key differences: intangible assets acquired FRS 102 Current Irish GAAP • recognise intangible asset separately from goodwill if: – identifiable – can be measured reliably • identifiable includes being able to dispose of asset separately © 2014 Grant Thornton Ireland. All rights reserved. • recognise intangible asset separately from goodwill if: – identifiable – can be measured reliably • identifiable means separable or arising from contractual or legal rights • fair value can normally be measured reliably. 30 Business Combinations – Key differences: amortisation of goodwill and intangible assets FRS 102 Current Irish GAAP • if life is finite, amortise over life • rebuttable presumption that useful life does not exceed 20 years • if life is indefinite: – do not amortise – test for impairment annually © 2014 Grant Thornton Ireland. All rights reserved. • life is always finite • amortise over useful life • life limited to five years if unable to make reliable estimate of life. 31 Investment properties – key differences Current Irish GAAP: SSAP 19: Accounting for investment properties • • • • FRS 102: Section 16: Investment property • • revalue to open market value movements to STRGL property must be complete before being recognised as an investment property property let to another group company is specifically excluded from the definition of an investment property • • • • © 2014 Grant Thornton Ireland. All rights reserved. 32 definition differences fair value at each reporting date – unless cannot measure reliably without undue cost or effort movements to profit or loss deferred tax on movements no requirement for property to be complete if IP is part of a group, it is not specifically excluded therefore if primary aim of holding property is capital appreciation, it may be classified as an investment property. Property, plant and equipment – key differences FRS 102: Section 17: Property, Plant and Equipment Current Irish GAAP: FRS 15: Tangible fixed assets • cost or revaluation – class-byclass basis • cost or revaluation – class-byclass basis includes borrowing costs • revaluation at fair value • property revaluation usually on existing use value • 5 year external valuations, 3 year interim valuations • less prescriptive on qualification of valuer or frequency of valuation • no automatic impairment review where life > 50 years. • automatic impairment review where life > 50 years © 2014 Grant Thornton Ireland. All rights reserved. 33 PPE - On transition • option to use fair value at date of transition as deemed cost for fixed assets (on an individual asset basis). May be applied to assets previously measured using cost or revaluation method. No subsequent revaluation requirement • NB: even where fair value is used as deemed cost , under company law it is still a revalued amount and therefore CA 1986 Alternative Accounting Rules apply i.e. there will need to be a revaluation reserve • clients should consider whether external valuations will need to be obtained at date of transition (1 January 2014). © 2014 Grant Thornton Ireland. All rights reserved. 34 Foreign currency translation – reference comparison and key differences Current Irish GAAP FRS 102 • present accounts in 'local' currency • prepare accounts in functional currency • for foreign operations: choice of closing or average rate for P&L • may present in any currency • foreign operations: • goodwill: choice of treatment - actual rate or average as approximation for P&L • no recycling of exchange differences on disposal of foreign operation © 2014 Grant Thornton Ireland. All rights reserved. • goodwill is retranslated • no recycling of exchange differences on disposal of foreign operation. 35 FRS 102 – focus on financial instruments Oliver Holt Director of Financial Reporting Deloitte & Touche 36 Essential Professional Update – May 2013 © 2014 Deloitte & Touche Choices available Financial instruments – accounting policy choice IAS 39 FRS 102 IFRS 9 Level of disclosure depends on type of entity Sections 11 & 12 • Entities reporting under FRS 102 have accounting policy choice over which recognition & measurement requirements to apply for financial instruments • Disclosure requirements of FRS 102 always apply 37 © 2014 Deloitte & Touche Choices available Financial instruments – accounting policy choice under FRS 102 All options available now No mandatory change for some entities • Relevant provisions of IAS 39 equivalent to FRS 26 so an entity currently applying UK GAAP including FRS 26 can avoid change (in short term) It is a free choice for all FRS 102 reporters • No requirement for entities currently required to apply FRS 26 to apply IAS 39 or IFRS 9 under FRS 102. They are free to choose to apply sections 11 & 12 Needs to be considered early 38 • Can take option to apply recognition and measurement provisions of IFRS 9: Financial Instruments before EU endorsement • Some decisions/designations need to be made at date of transition (1 Jan 2014 or earlier for Dec year-ends) • E.g. hedge accounting, designation at FVTPL © 2014 Deloitte & Touche Key changes Overview Fair value • Investments in equity instruments at FVTPL or cost if FV can not be measured reliably • All ‘non-basic’ debt instruments at FVTPL • Contracts scoped out of s11 & s12: non-typical features at FVTPL Derivatives • Most derivatives in scope of s11 & s12 on balance sheet at FV • Exceptions: basic loan commitments & some derivatives over equity instruments Hedge Accounting Disclosure 39 • No “synthetic accounting” • To apply hedge accounting, relationships must be formally documented, designated & tested • More restrictive than IAS 39, but similar mechanics • Exemptions available for qualifying entities that are not financial institutions • Additional disclosures required for financial institutions © 2014 Deloitte & Touche Key changes Basic/ ‘non-basic’ financial instruments What is a basic financial instrument? • Cash • Debt instruments meeting certain conditions Basic debt instruments A zero coupon bond with fixed maturity A loan paying LIBOR + 2% with an option to repay at par plus accrued interest A loan paying a fixed rate of interest with a make-whole provision 40 Non-basic debt instruments All derivatives – other than basic loan commitments An investment in convertible debt A loan with an option to repay at fair value A loan with interest indexed to the FTSE 100 © 2014 Deloitte & Touche Key changes Basic / ‘non-basic’ & measurement Basic debt instruments • Generally amortised cost • Some short term payables / receivables at cost • Fair value option available, subject to conditions Basic loan commitments • Cost less impairment Equity instruments (and derivatives over equity instruments) • Fair Value Through Profit or Loss (FVTPL) if fair value reliably measurable • Otherwise at cost Everything else • Fair Value Through Profit or Loss (FVTPL) Assets not at FVTPL assessed for impairment at end of each reporting period 41 © 2014 Deloitte & Touche Key changes Derivatives What is a derivative? A financial instrument or other contract with all three of the following characteristics: (a) its value changes in response to the change in a specified underlying variable; (b) it requires little or no initial net investment; and (c) it is settled at a future date. Examples: • A contract to purchase 100 barrels of oil for $95 dollars in three months time commodity forward) • A contract to exchange cash flows of 5% for LIBOR on a notional of £100m every 6 months for the next 5 years (an interest rate swap) (a Not all derivatives are within the scope of sections 11&12: ‘Own use’ scope exemptions for some contracts 42 © 2014 Deloitte & Touche Key changes Synthetic accounting – not permitted under FRS 102 Current practice under Irish GAAP excluding FRS 26. • 43 Derivatives accounted for in combination with hedged exposure: Issued floating rate debt Pay fixed - receive float IRS Issued fixed rate debt Forecast $ purchase Buy $: Sell £ forward contract Forecast £ purchase © 2014 Deloitte & Touche Key changes Hedge accounting – comparison of requirements Section 12 44 IAS 39 IFRS 9 Eligible hedged items Specified risks in specified items only Must impact P&L. Non-financial items: FX or all risks + Risk components in non-financial items, aggregated exposures, net positions… Eligible hedging instruments List of instrument types – restrictions on terms All derivatives excl. some written options. Nonderivatives for FX + Non-derivatives at FVTPL. Accounting for options improved Effectiveness requirements Prospective only – must be ‘highly effective’ Prospective & retrospective – must be ‘highly effective’ Prospective only – no quantitative requirement © 2014 Deloitte & Touche Key changes Disclosure requirements Section 11 Section 12 Section 34 ≈ IFRS 7 Section 11: Basic Financial Instruments – General financial instruments disclosures apply to instruments is scope of sections 11 & 12 Section 12: Other Financial Instruments Issues – Hedge Accounting disclosures Section 34: Specialised Activities – Financial institutions disclosures 45 © 2014 Deloitte & Touche Income tax © 2014 Grant Thornton Ireland. All rights reserved Income tax – key differences Current Irish GAAP: FRS 19: Deferred tax FRS 102: Section 29: Income tax • timing differences approach for deferred tax • no deferred tax on: – revaluations (usually) – fair value adjustments on acquisition • permitted to but not required to discount deferred tax assets/liabilities to reflect time value of money © 2014 Grant Thornton Ireland. All rights reserved. • timing differences plus approach • will have deferred tax on: – revaluations – fair value adjustments on acquisition • not permitted to discount deferred tax assets/liabilities. 47 Income tax – Recognition and Measurement Recognition • DT shall be recognised in respect of all timing differences except as otherwise allowed (see subsequent slide). Measurement • Use rates and laws enacted by the reporting date and that are expected to apply to the reversal of the timing difference except for: 1. DT relating to a non-depreciable asset (such as land) measured using the revaluation model – use tax rates/allowances applying to sale 2. DT relating to investment property measured at FV – use tax rates/allowances that apply to sale of asset © 2014 Grant Thornton Ireland. All rights reserved. 48 Income tax – Recognition and Measurement Exceptions to deferred tax rule: • Unrelieved tax losses and other DT assets to the extent that it is probable they will be recovered against reversal of DT liabilities or other future taxable profits • No DT on permanent differences (e.g. income/expense not taxable, tax charges/allowances are greater /smaller than related income/expense in accounts) except where: There are differences between the amounts recognised on acquisition for accounting purposes and the amounts deductible/chargeable for tax purposes in respect of assets and liabilities acquired. An adjustment is made to the goodwill for the deferred tax recognised. © 2014 Grant Thornton Ireland. All rights reserved. 49 Income tax – the plus part Deferred tax on revaluations and fair value adjustments • required in Irish GAAP where assets were marked to market but none where no binding agreement to sale was entered into at y/e date • FRS 102 requires DT on revalued assets regardless of whether binding sale agreement is in place • therefore additional DT on: • revaluations • fair value adjustments to assets and intangible assets arising from business combinations (excluding goodwill). © 2014 Grant Thornton Ireland. All rights reserved. 50 Income tax – presentation differences Tax reconciliation note: • under FRS 102 the tax reconciliation should be to the total tax charge from continuing operations (rather than to current tax under current Irish/UK GAAP). This means that temporary/timing differences are unlikely to be reconciling items. © 2014 Grant Thornton Ireland. All rights reserved. 51 Income tax – cash tax issues What are the key tax issues? • Will FRS 102 impact on the amount of corporation I have to pay? • How will any transitional adjustments be dealt with? • Does any of my tax planning rely on accounting treatment? How will FRS 102 impact on this planning? • Does FRS 102 open up any future planning opportunities? • Am I ready for it? © 2014 Grant Thornton Ireland. All rights reserved. 52 Income tax – transitional adjustments Amounts being taxed twice or falling out of tax net: • Starting point for corporation tax computation is typically the accounting profit. • If there are transitional adjustments on conversion to FRS 102, how are these treated for tax purposes? • The general rule is that nothing will fall out of the tax net and that nothing will be taxed twice • A 5 year spreading of any adjustments is provided (note legislation will be amended to extend scope of existing transitional rules to FRS 102) © 2014 Grant Thornton Ireland. All rights reserved. 53 Income tax – transitional adjustments - example 1 Profits falling out of tax net: • Assume cost of financial instrument during FY1 • Fair Value at end of FY1 • Instrument sold in FY2 • • • • • 100,000 150,000 180,000 FY1 - accounts prepared under Irish GAAP (realised basis) FY2 - accounts prepared under IFRS (P&L includes fair value adjustments) In FY2, the company will be taxed on FV movement of €30k. Profits of €50k will potentially drop out €50k will be spread over 5 years commencing in FY2 © 2014 Grant Thornton Ireland. All rights reserved. 54 Income tax – transitional adjustments - example 2 Double counting of expenses: • FY1 - Co. A incurs R&D expenditure of €300k. • Co. A expenses full €300k in P&L in FY1. Accounts prepared under Irish GAAP in FY1 • Co. A prepares accounts under IFRS in FY2 and the €300k is capitalised and amortised over 3 years. • Potentially, the amortisation of the €300k creates a further stream of tax deductions, ie double counting of tax deductions • Schedule 17A ensures that the “extra” deductions are taxed over a 5 year period - €40k each year starting in FY2 • Note timing benefit © 2014 Grant Thornton Ireland. All rights reserved. 55 Income tax – transitional adjustments – Revenue position Transitional adjustments – Revenue and legislative position: • Transitional adjustments under FRS 102 currently not catered for under Irish tax legislation • Widely held assumption is that the existing provisions in Schedule 17A covering IFRS transition will be replicated for FRS 102 • Finance Bill 2014 is expected to reflect above view • Change in legislation will be minor • Any early adopters can reasonably take this position now © 2014 Grant Thornton Ireland. All rights reserved. 56 Questions? Questions/comments? 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All rights reserved 58 © 2014 Deloitte & Touche The Leinster Society of IRISH GAAP in 2015 How the new FRSs will impact accountants Chartered Accountants 27th May 2014 Chartered Accountants House, 47-49 Pearse Street, Dublin 2 www.charteredaccountants.ie EDUCATING SUPPORTING REPRESENTING