Financial Reporting Update February 2009 Issue 50 KPMG CHINA PROFESSIONAL PRACTICE HK(IFRIC) 17 Distributions of non-cash assets to owners In this issue: Scope 1 Issues and IFRIC s consensus 2 Amendments to HKFRS 5, Non-current assets held for sale and discontinued operations: impact on presentation and measurement of non-cash assets Disclosures 6 Effective date and transitional provisions Common abbreviations defined: HKICPA Hong Kong Institute of Certified Public Accountants HKAS Hong Kong Accounting Standard HKFRS Hong Kong Financial Reporting Standard IASB International Accounting Standards Board IFRS International Financial Reporting Standard IAS International Accounting Standard IFRIC International Financial Reporting Interpretations Committee FRU Financial Reporting Update issued by KPMG China 5 6 The HKICPA has recently issued a new interpretation, HK(IFRIC) 17, Distributions of non-cash assets to owners, to provide specific guidance on the accounting for distributions of non-cash assets to owners (also known as dividends in specie ). HK(IFRIC) 17 is a copy of IFRIC 17, issued by the IASB in November 2008, with the same effective date of annual periods beginning on or after 1 July 2009 and the same transitional provisions. Earlier application is permitted. HK(IFRIC) 17 includes consequential amendments to HKFRS 5, Noncurrent assets held for sale and discontinued operations. In addition, the guidance on the declaration of dividends which is currently in paragraph 13 of HKAS 10, Events after the reporting period has been deleted as this is now covered by HK(IFRIC) 17. This FRU takes a closer look at the requirements of this Interpretation and the amendments to HKFRS 5. If at any time you would like further assistance, please talk to your usual KPMG contact. Scope HK(IFRIC) 17 applies to non reciprocal distributions of non-cash assets to owners acting in their capacity as owners, in which all owners of the same class of equity instruments are treated equally. Non reciprocal distributions to owners acting in their capacity as owners are more commonly known as dividends to equity shareholders, and the scope of the Interpretation includes distributions that give the shareholders a choice of receiving either non-cash assets or a cash alternative. Non-cash assets include, for example, items of property, plant and equipment, ownership interests in another entity or disposal groups as defined in HKFRS 5. The Interpretation addresses the accounting by the entity making such a distribution; it does not apply to the recipient of the distribution.
The following two types of non reciprocal distributions are excluded from the scope of HK(IFRIC) 17: the non-cash asset being distributed is ultimately controlled by the same party or parties before and after the distribution (common control transactions); and/or the non-cash asset being distributed is a portion of an ownership interest in a subsidiary without the parent losing control as a result (for example, the parent of a 100% owned subsidiary distributes 20% of the subsidiary s shares to its own shareholders and therefore still retains a controlling interest in the subsidiary). As stated in paragraph IE2 of the illustrative examples to HK(IFRIC) 17, the common control exclusion extends to the part of the distribution made to any non-controlling interests. For example, if a company is controlled by a shareholder who owns 60% of the ordinary shares of the company, any distribution of non-cash assets to the class of ordinary shareholders would be outside the scope of HK(IFRIC) 17, including the part of that distribution that would go to the 40% non-controlling interest. Also, distributions settled in an entity s own shares (i.e. scrip dividends) would fall outside the scope of the Interpretation, since an entity s own shares are not assets of the entity. Issues and IFRIC s consensus In the case of distributions of non-cash assets, the accounting issue that has typically arisen relates to measurement: should the distribution be measured at the carrying (book) value of the non-cash assets or at their fair value? HK(IFRIC) 17 reduces diversity in practice in this respect by requiring that the distributions within its scope should be measured at the fair value of the non-cash assets distributed. Consequently, if an asset is carried at less than its fair value, disposing of it by distributing it to shareholders will result in a gain being recognised in the income statement in the same way as if the asset had been sold to third parties. HK(IFRIC) 17 goes further than just answering this common question by focusing in principle on the recognition of a liability for the dividend, as being a separate event from the settlement of that dividend by way of distributing the non-cash assets. It therefore seeks to provide specific guidance on the following issues: when should the entity start to recognise a liability for the dividend payable and at what amount; and how should any changes in measurement of that liability be dealt with, between the date of its initial recognition and its final settlement. HK(IFRIC) 17 also introduces amendments to HKFRS 5, Non-current assets held for sale and discontinued operations, to consider the presentation and measurement of the non-cash assets prior to their distribution. As discussed further below, the trigger date for reclassification of the non-cash assets under HKFRS 5 as being held for distribution may occur at an earlier date than the initial recognition of the dividend payable liability. 2
The remainder of this Financial Reporting Update provides an overview of the requirements of HK(IFRIC) 17 and the amendments to HKFRS 5 relating to the above issues. However, it should be noted that where the HKFRS 5 trigger date for reclassification of the assets, the date of the initial recognition of the dividend payable and the settlement date of the distribution fall closely together within a single accounting period, for financial reporting purposes the accounting entries for the dividend in specie can be summarised as: credit the carrying value of the assets which have been distributed to shareholders in order to de-recognise them; debit distributable reserves with the fair value of those assets, being the amount at which the distribution is recognised; and credit profit or loss with any gain on distribution if the non-cash assets were carried at less than their fair value, or debit profit or loss with an impairment loss if the non-cash assets were carried at more than their fair value. It follows that the accounting entries discussed in the remainder of this overview of HK(IFRIC) 17 are relevant only when there is at least one reporting date which occurs between the date that the liability for the distribution is initially recognised and the date that this liability is settled and the effect would be material. Likewise, the reclassification requirements discussed in the overview of the amendments to HKFRS 5 are relevant only when there is at least one reporting date which occurs between the date that the entity is committed to the distribution (within the meaning of HKFRS 5) and the date that the distribution is settled and/or the impact of changing to the HKFRS 5 measurement basis is material. When should a liability for the distribution be recognised and at what amount? Consistent with the guidance previously stated in paragraph 13 of HKAS 10, HK(IFRIC) 17 requires the liability to pay a dividend to be recognised when the dividend is appropriately authorised and is no longer at the discretion of the entity. This date varies depending on the legal requirements of a particular jurisdiction. For example, if it is necessary to obtain shareholders approval, dividend recognition would be deferred until that approval is obtained. If the owners are given no choice about the form of the distribution, the liability for the dividend should be recognised at the fair value of the assets to be distributed. If, instead, an entity gives its owners a choice between receiving non-cash assets and a cash alternative, the entity should estimate the dividend payable liability by considering (a) the fair value of each alternative and (b) the associated probability of owners choosing each alternative. The double entry for recognising this liability is to debit equity i.e. to reduce distributable reserves. NB it should be noted that HK(IFRIC) 17 only deals with the measurement of the liability and does not deal with the measurement of the non-cash assets that will be distributed. Instead, as discussed below, when an entity becomes committed to a distribution of non-cash assets, it should follow the requirements of HKFRS 5 in respect of the presentation and measurement of any non-current assets or disposal groups that are planned to be distributed. For those non-cash assets already carried at fair value (for example financial instruments and investment properties) paragraphs 5 and 19 of HKFRS 5 require that the entity continues with this measurement policy. However, for most other non-current assets and disposal groups as a whole, a new paragraph 15A in HKFRS 5 requires the asset or the disposal group to be measured at the lower of its carrying amount and fair value less 3
costs to distribute while being held for distribution, with impairments taken to profit or loss. Once a non-current asset is reclassified under HKFRS 5, it is no longer depreciated or amortised. How should any changes in measurement of the dividend payable be dealt with? At the end of each reporting period (if any) before settlement of the liability, and also on the date of settlement, the entity adjusts the carrying amount of the dividend payable to reflect: (a) (b) any changes in the fair value of the non-cash assets to be distributed, and/or, in the case of a distribution where the owners may choose between cash or non-cash assets, any changes in the associated probability of owners selecting each alternative. As with initial recognition, such changes to the carrying value of the dividend payable liability are recognised directly in equity. NB if the fair value of the non-cash assets to be distributed has changed, consideration should also be given as to whether adjustments to the carrying value of the assets should be made. Adjustments would generally be required for downward movements in fair value (i.e. impairment losses would generally need to be recognised, whether or not the asset is measured under HKFRS 5). But if the fair value has increased, upwards adjustments would only be made if the asset is carried at fair value, as discussed above, or the increase reverses a previous impairment loss in accordance with paragraphs 21-22 of HKFRS 5 for those non-current assets or disposal groups carried at the lower of carrying value and fair value less costs to distribute. At the date on which the distribution is made (i.e. settlement date), the entity derecognises both the dividend payable liability and the assets which have been distributed. Any difference between the carrying amount of the dividend payable (i.e. the fair value of the non-cash assets to be distributed at the settlement date) and the carrying amounts of those assets should be recognised in profit or loss as a separate item i.e. it would be at this point that any gains on any non-current assets carried at less than fair value would be recognised. Illustrative example of accounting for the dividend payable The following example illustrates the above requirements. It should be noted that in practice the adjustments illustrated in this example for the period between initial recognition and settlement need only be recognised to the extent that the effect would be material. Entity X owns 100% of the equity of its subsidiary, entity Y. On 5 November 20X0, X declared the distribution of all of its ownership interests in Y to its shareholders, to be settled on 11 January 20X1. In X s jurisdiction, this declaration triggers the initial recognition of the dividend. X does not have a controlling shareholder and therefore this distribution is within the scope of HK(IFRIC) 17. The fair value of a 100% interest in Y was estimated on the relevant measurement dates as follows: Declaration of dividend (5 November 20X0) 130 Intervening reporting date (31 December 20X0) 110 Settlement date (11 January 20X1) 140 4
The net carrying amount of Y s assets and liabilities in X s consolidated financial statements on 11 January 20X1 was 100. Under HK(IFRIC) 17, X records the following entries for this distribution: On 5 November 20X0 recognise dividend payable at fair value: Debit Credit Equity 130 Liability for dividend payable 130 NB as from 5 November 20X0, Y s consolidated net assets would be reclassified and measured in X s consolidated financial statements as being held for distribution to owners in accordance with HKFRS 5, as discussed below. At 31 December 20X0 re-measure dividend payable liability to up-to-date fair value of non-cash assets: Debit Credit Liability for dividend payable 20 Equity 20 On 11 January 20X1: Debit Credit (a) (b) Re-measure dividend payable liability to up-todate fair value of non-cash assets: Equity 30 Liability for dividend payable 30 Recognise distribution of non-cash assets at fair value: Liability for dividend payable 140 Net assets of Y 100 Gain on distribution (profit or loss) 40 Amendments to HKFRS 5, Non-current assets held for sale and discontinued operations: impact on the presentation and measurement of the non-cash assets HK(IFRIC) 17 includes amendments to HKFRS 5 to effectively expand the scope of those requirements in HKFRS 5 that apply to non-current assets (or disposal groups) held for sale to also apply to non-current assets (or disposal groups) held for distribution to owners acting in their capacity as owners. In this regard it should be noted that the scope exemptions discussed above have not been repeated in the amendments to HKFRS 5. Instead a new paragraph 5A contains a general statement that the classification, presentation and measurement requirements in HKFRS 5 applicable to a non-current asset (or disposal group) classified as held for sale also apply to a non-current asset (or disposal group) classified as held for distribution to owners. It therefore appears that any plans to distribute non-current non-cash assets (or disposal groups), even to a controlling shareholder, would fall within the scope of the new HKFRS 5 requirements. Additional guidance is included in the amendments to clarify that non-current assets (or disposal groups) are re-classified as being held for distribution to owners when the entity is committed to the distribution. This is further defined as being when the assets are available for immediate distribution in their present condition and the distribution is highly probable i.e. actions to complete the distribution must have been initiated and should be expected to be completed within one year from the date of classification (HKFRS 5.12A). 5
www.kpmg.com.cn www.kpmg.com.hk In effect, this means that non-cash assets may need to be re-classified as being held for distribution even if the entity has not yet accrued a liability for the dividend payable. This would be the case, for example, if shareholders approval is outstanding but it is highly probable that it will be obtained (and in all other respects the entity is committed to the distribution). Note, however, that it would not be acceptable to re-classify assets as being held for distribution if the criteria set out in HKFRS 5 were only met after the reporting date. Instead, this should be dealt with as a non-adjusting post balance sheet event i.e. disclosures would need to be made if those financial statements are approved after the date that the HKFRS 5 criteria were met, but the assets would not be re-classified in the balance sheet until the following financial reporting period. Meeting the held for distribution criteria on or before the reporting date may also have measurement consequences if the non-current assets (or disposal groups) are within the measurement scope of HKFRS 5. In such cases, as mentioned above, the relevant measurement policy is to carry the assets at the lower of their carrying value and fair value less costs to distribute. Therefore, if the carrying amounts of the assets are greater than their fair value less costs to distribute, an impairment loss is recognised in profit or loss upon initial classification as held for distribution. This may be the case, for example, if the carrying values were previously justified on the basis of a value in use recoverable amount under HKAS 36, Impairment of assets, which was higher than their fair value. This HKFRS 5 measurement policy would be applied until the distribution was settled. It would therefore only be on settlement of the liability that any gain on these non-current assets could be recognised. Disclosures HK(IFRIC) 17 requires specific disclosures for distributions within its scope, relating to the amount of the dividend payable. It also specifies the disclosures required where a distribution of non-cash assets is declared after the end of the reporting period but before the financial statements are authorised for issue. These non-adjusting post balance sheet event disclosures relate to identifying the non-cash assets to be distributed and disclosing an estimate of their fair value at the reporting date and are similar to equivalent requirements set out in paragraph 12 of HKFRS 5 in respect of non-current assets that are to be sold. Effective date and transitional provisions HK(IFRIC) 17 and the consequential amendments to HKFRS 5 are effective for annual periods beginning on or after 1 July 2009. This is intentionally the same effective date as HKFRS 3 (2008), Business combinations and HKAS 27 (2008), Consolidated and separate financial statements. Consequently, early adoption of HK(IFRIC) 17 is only permitted if these other standards and the consequential amendments to HKFRS 5 are applied at the same time. The requirements of HK(IFRIC) 17 should be adopted prospectively. That is, restatements of comparative amounts for distribution in previous periods are not permitted. 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 endeavour 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 upon such information without appropriate professional advice after a thorough examination of the particular situation. 2009 KPMG, a Hong Kong partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved. Printed in Hong Kong. KPMG and the KPMG logo are registered trademarks of KPMG International, a Swiss cooperative. 6