Accounting news. IFRIC Interpretation 15 Agreements for the Construction of. Real Estate. In this issue IFRIC Interpretation 16

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1 Accounting news A national Audit & Assurance publication Included in this issue is an in depth discussion of IFRIC Interpretation 15: Agreements for the Construction of Real Estate. This interpretation provides guidance on when revenue from the construction of real estate (residential and commercial) should be recognised. Also in this edition, a brief discussion of IFRIC Interpretation 16: Hedges of a Net Investment in a Foreign Operation, the latest IFRIC Agenda Rejection Decisions and the AASB Interpretations Advisory Panel re Superannuation Contributions Tax. IFRIC Interpretation 15 Agreements for the Construction of Real Estate IFRIC Interpretation 15 Agreements for the Construction of Real Estate was issued by the IASB on 3 July The AASB is considering Interpretation 15, the Australian equivalent to IFRIC Interpretation 15, at its August 2008 meeting. IFRIC 15 clarifies how the existing principles in AASB 111 Construction Contracts and AASB 118 Revenue apply to revenue recognition in the real estate sector and by doing so will ensure consistent accounting. The Interpretation will standardise accounting practice across jurisdictions for the recognition of revenue among real estate developers, particularly for sales of In this issue IFRIC Interpretation 15 IFRIC Interpretation 16 IFRIC Agenda Decisions AASB Interpretations Advisory Panel re Superannuation Contributions Tax ASIC Proposals to Improve Disclosure - Unlisted Property & Mortgage Schemes units, such as apartments or houses, before construction is complete, and off plan sales. The main expected change in practice is a shift for some entities from recognising revenue using the percentage of completion method (that is, as construction progresses, by reference to the stage of completion of the development) to recognising revenue at a single point in time (that is, at completion or after delivery). Scope of IFRIC 15 IFRIC 15 applies to the accounting for revenue and associated expenses by entities that undertake the construction of real estate directly or through subcontractors. Agreements in the scope of this Interpretation are agreements for the construction of real estate. In addition to the construction of real estate, such agreements may include the delivery of other goods or services. 1

2 Issue addressed by IFRIC 15 IFRIC 15 addresses the issue of when revenue from the construction of real estate should be recognised. One of the important considerations is determining whether the agreement is within the scope of AASB 111 or AASB 118. Reason for the development of IFRIC 15 Divergence in practice existed because it was unclear whether agreements for the construction of real estate are subject to AASB 111 or AASB 118. AASB 111 resulted in the recognition of revenue by reference to the stage of completion, whereas AASB 118 resulted in the recognition of revenue at completion. Also, former UIG Abstract 53 Pre-completion Contracts for the Sale of Residential Development Properties, which was not carried forward by the AASB after the adoption of IFRSs in 2005, required pre-completion sales contracts entered into by an entity carrying out a residential property development to be accounted for as construction contracts. AASB 111 determines the accounting for construction contracts in financial statements of contractors and defines a construction contract as a contract specifically negotiated for the construction of an asset or a combination of assets that are closely interrelated or interdependent in terms of their design, technology and function or their ultimate purpose or use. AASB 111, paragraph 22, requires that contract revenue be recognised as revenue by reference to the stage of completion of the contract activity at the reporting date. AASB 118 stipulates the accounting for revenue arising from the sale of goods and specifically states in paragraph 14 that revenue from the sale of goods shall be recognised when all the following conditions have been satisfied: the entity has transferred to the buyer the significant risks and rewards of ownership of the goods; the entity retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; the amount of revenue can be measured reliably; it is probable that the economic benefits associated with the transaction will flow to the entity; and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Also, example 9 in the Appendix to AASB 118 specifically addressed real estate sales and stated that revenue is normally recognised when legal title passes to the buyer. Consensus / guidance in IFRIC 15 Step 1 The first step is to determine if the agreement is for the construction of real estate and to consider whether the entity will retain continuing managerial involvement to the degree usually associated with ownership or effective control over the constructed real estate to the extent that would preclude recognition of some or all of the consideration as revenue. If recognition of some or all of the consideration as revenue is precluded, the following discussion applies only to the part of the agreement for which revenue will be recognised. Step 2 The second step is to split the agreement into the following separately identifiable components: delivery of goods or services in addition to the construction of real estate (for example; sale of land or provision of property management services); and construction of real estate. The fair value of the total consideration received or receivable for the agreement shall be allocated to each component. IFRIC 15 only applies to the component in relation to the construction of real estate. Where a buyer buys a land and home package, the terms and conditions would have to be analysed very carefully in order to decide whether the package would have to be split into two separate components, that is, the sale of the land and the agreement for the construction of the home. Usually these land and home packages provide all (land and home) or nothing to the buyer and would therefore not have to be split into two separate components. Step 3 The third step is to determine whether the agreement is within the scope of AASB 111 or AASB 118. Such a determination requires judgement with respect to each agreement. The terms of the agreement and all the surrounding facts and circumstances should be considered. AASB 111 applies to construction contracts as defined above. IFRIC 15 stipulates that an agreement for the construction of real estate meets the definition of a construction contract when the buyer is able to specify the major structural elements of the design of the real estate before construction begins and/or specify major structural changes once construction is in progress (whether or not it exercises that ability). This would be the case where the buyer owns the land, appoints an architect to design a custom-designed building 2

3 (for example, a family home) and appoints a builder to construct the building. If the outcome of the contract can be estimated reliably, the builder will recognise revenue by reference to the stage of completion of the contract activity in accordance with AASB 111. IFRIC 15 states that an agreement for the construction of real estate in which buyers have only limited ability to influence the design of the real estate, for example, to select a design from arrange of options specified by the entity, or to specify only minor variations to the basic design, is an agreement for the sale of goods within the scope of AASB 118. Step 4 If the agreement is within the scope of AASB 118, the fourth step is to determine whether the agreement is for the rendering of services or for the sale of goods. If the entity is not required to supply construction materials, the agreement may be only an agreement for the rendering of services. This would be the case where the buyer owns the land, arranges for the supply of the construction materials to the site and only appoints a builder to construct the building (for example, an owner builder). All the criteria in AASB 118, paragraph 20, are met and the builder will recognise the revenue by reference to the stage of completion of the transaction using the percentage of completion method. Step 5 If the agreement is within the scope of AASB 118 and is determined to be for the sale of goods, the fifth step is to determine whether the entity transfers to the buyer control and significant risks and rewards of ownership: of the work in progress in its current state as construction progresses; or of the real estate in its entirety at a single time (for example, at completion, upon or after delivery). An example of a situation where the entity would transfer to the buyer control and significant risks and rewards of ownership of the work in progress in its current state as construction progresses, would be where the buyer owns the land, requested the builder to build a standard display home (with limited modifications) on the land and pays progress payments based on the stage of completion. In this situation, if the criteria in AASB 118, paragraph 14, are met continuously as construction progresses, the builder shall recognise revenue by reference to the stage of completion using the percentage of completion method. An example of a situation where the entity would transfer to the buyer control and significant risks and rewards of ownership of the real estate in its entirety at a single time, would be where the buyer buys a land and home package or where the buyer buys a unit in a block of flats off plan. In this situation, the entity shall recognise revenue only when all the criteria in paragraph 14 of AASB 118 are satisfied. Usually land and home packages provide all (land and home) or nothing to the buyer and would therefore not have to be split into two separate components in step 2. Summary of consensus in IFRIC 15 Agreement for construction of real estate Buyer is able to specify the major structural elements of the design Buyer has only limited ability to influence the design AASB 111 AASB 118 Rendering of services Sale of goods Continuous transfer of risks and rewards of WIP Transfer of risks and rewards at specific point Stage (%) of completion Completion 3

4 Effective date and transition IFRIC 15 supersedes (replaces) the real estate guidance (Example 9) in the Appendix to AASB 118. The effective date of IFRIC 15 is for annual periods beginning on or after 1 January Earlier application is permitted. Changes in accounting policies shall be accounted for retrospectively in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors. IFRIC Interpretation 16 Hedges of a Net Investment in a Foreign Operation IFRIC Interpretation 16 Hedges of a Net Investment in a Foreign Operation was issued by the IASB on 3 July The AASB is considering Interpretation 16, the Australian equivalent to IFRIC Interpretation 16, at its meeting. The main expected change in practice is the elimination of the possibility of an entity applying hedge accounting for a hedge of a foreign exchange difference between the functional currency of a foreign operation and the presentation currency of the parent s consolidated financial statements. Scope of IFRIC 16 The Interpretation applies to an entity that hedges the foreign currency risk arising from its net investments in foreign operations and wishes to qualify for hedge accounting in accordance with AASB 139. IFRIC 16 should not be applied by analogy to other types of hedge accounting. Issue 1 Nature of the hedged risk and amount of the hedged item for which a hedging relationship may be designated Hedge accounting may be applied only to the foreign exchange differences arising between the functional currency of the foreign operation and any parent entity s (the immediate, intermediate or ultimate parent entity s) functional currency. The hedged item can be an amount of net assets equal to or less than the carrying amount of the net assets of the foreign operation in the consolidated financial statements of the parent entity. An exposure to foreign currency risk arising from a net investment in a foreign operation may qualify for hedge accounting only once in the consolidated financial statements. Issue 2 - Where in a group can the hedging instrument be held? The hedging instruments may be held by any entity or entities within the group, as long as the designation, documentation and effectiveness requirements of AASB 139 paragraph 88 that relate to a net investment hedge are satisfied. Issue 3 - What amounts should be reclassified from equity to profit or loss as reclassification adjustments on disposal of the foreign operation? The amounts that should be reclassified from equity to profit or loss as reclassification adjustments on disposal of the foreign operation are determined in: AASB 139 in relation to the hedging instrument; and AASB 121 in relation to the hedged item. Effective date and transition The effective date of IFRIC 16 is annual periods beginning on or after 1 October Earlier application is permitted. An entity is not required to comply with AASB 108 when first applying IFRIC 16. If an entity has designated a hedging instrument as a hedge of a net investment but the hedge does not meet the conditions for hedge accounting in IFRIC 16, the entity shall apply AASB 139 to discontinue that hedge accounting prospectively. 4

5 IFRIC Agenda Decisions The IFRIC issued one final agenda rejection decision in the July 2008 IFRIC Update, namely the application of the effective interest rate method to a financial instrument whose cash flows are linked to changes in an inflation index. The IFRIC issued three tentative agenda rejection decisions in the July 2008 IFRIC Update, namely: IAS 17 Leases Time pattern of the user s benefit; IAS 18 Revenue Accounting for trailing commissions; and IAS 32 Transaction cost to be deducted form equity. ASIC Proposals to Improve Disclosure by Unlisted Property and Mortgage Schemes On 8 July 2008, ASIC released consultation papers and accompanying draft regulatory guides aimed at improving disclosure to retail investors by unlisted mortgage schemes (Consultation Paper 99) and unlisted property schemes (Consultation Paper 100). ASIC had previously published Consultation Paper 89 Unlisted, unrated debentures - improving disclosure for retail investors in August 2007 and Regulatory Guide 69 Debentures - improving disclosure for retail investors in October The new consultation papers sought feedback on the proposals. The comment periods closed on 5. The draft regulatory guides include proposed disclosure principles designed to help retail clients better understand and assess unlisted mortgage schemes and unlisted property schemes. The final regulatory guides are due to be released by 2 September AASB Interpretations Advisory Panel re Superannuation Contributions Tax The AASB appointed an Interpretations Advisory Panel to consider whether the defined benefit liability/ asset calculated in terms of AASB 119, paragraph 54, should take into account future superannuation contributions tax. The Panel s recommendation is expected to be considered by the AASB at its September 2008 meeting. The proposals relate to upfront disclosures in new PDSs and to ongoing disclosures in information to members. There will be no effect on financial reports. 31 October 2008 is proposed as the commencement date for both upfront and ongoing disclosures for unlisted mortgage schemes and unlisted property schemes. The ASIC papers state that recent changes in economic conditions have been a significant factor in determining the amended disclosures. ASIC consider that best practice is for responsible entities to give information directly to members or make it easily accessible (e.g. by updates on the scheme s website). In addition, periodic statements for retail clients under s1017d of the Corporations Act 2001 should update information required under the disclosure principles (if this has not previously been notified to investors). 5

6 Different approaches have been adopted for unlisted mortgage schemes and unlisted property schemes. Unlisted mortgage schemes Disclosure benchmarks are to be applied to unlisted mortgage schemes that raise funds from retail investors, while advertising standards will apply to all mortgage schemes (whether listed or unlisted) that raise funds from retail investors. A mortgage scheme is defined as a managed investment scheme that has,or is likely to have, at least 50% of its non-cash assets invested in mortgage loans and/or other unlisted mortgage schemes. There are 8 proposed disclosure benchmarks for unlisted mortgage schemes. These relate to liquidity, scheme borrowing, portfolio diversification, related party transactions, valuation policy, lending principles - loan-to-valuation ratios, distribution practices and withdrawal arrangements. A PDS for an unlisted mortgage scheme should address each of the benchmarks on an if not, why not basis and either: (a) state that the scheme meets the benchmark; or (b) state that the scheme does not meet the benchmark and explain how and why the responsible entity deals with the principle underlying the benchmark in another way. Where there have been any material changes to the scheme s performance against the benchmarks, responsible entities should explain this in ongoing disclosures. Advertising for unlisted mortgage schemes should be consistent with the benchmark disclosures. Additional advertising standards are also included in the draft guide. Guidance is also given on the use of investment ratings. Unlisted property schemes The draft guide sets out 8 disclosure principles requiring information on the key risks and features of unlisted property schemes. These relate to the gearing ratio, interest cover, scheme borrowing, portfolio diversification, related party transactions, valuation policy, distribution practices and withdrawal rights. ASIC do not currently propose to apply a benchmark and if not, why not approach to unlisted property schemes as is being applied to unlisted mortgage schemes and to unlisted and unrated debentures. A PDS for an unlisted property scheme should address each of the disclosure principles. Where there have been any material changes to the matters in the disclosure principles, responsible entities should explain this in ongoing disclosures. Advertising for unlisted mortgage schemes should be consistent with the PDS disclosures. Guidance is also given on the use of investment ratings. Compliance plans Unlisted mortgage schemes and unlisted property schemes must have compliance plans that set out adequate measures the responsible entity is to apply and follow to ensure compliance with the Corporations Act and the scheme s constitution. The draft guides focus on how compliance plans, compliance committees and compliance plan auditors need to ensure there is adequate upfront and ongoing disclosure for retail investors. For more information Phone or visit NSW/ACT* Wayne Basford Telephone wayne.basford@bdo.com.au Northern Territory Casmel Taziwa Telephone casmel.taziwa@bdo.com.au North Queensland Greg Mitchell Telephone greg.mitchell@bdo.com.au South Australia Greg Wiese Telephone gregory.wiese@bdo.com.au Tasmania Craig Stephens Telephone craig.stephens@bdo.com.au Western Australia Glyn O Brien Telephone glyn.obrien@bdo.com.au Queensland Tim Kendall Telephone timothy.kendall@bdo.com.au Victoria Nick Burne Telephone nick.burne@bdo.com.au BDO Kendalls is a national association of separate partnerships and entities. Disclaimer: This publication is issued exclusively for the general information of clients and staff of BDO Kendalls. The contents are not a substitute for specific advice and should not be relied upon as such Accordingly, whilst every care has been taken in the presentation of the publication, no responsibility is accepted for persons acting on this information. *Liability limited by a scheme approved under Professional Standards Legislation. 6