Section B – TWO questions ONLY to be attempted
(a) Cate is an entity in the software industry. Cate had incurred substantial losses in the fi nancial years 31 May 2004 to 31 May 2009. In the fi nancial year to 31 May 2010 Cate made a small profi t before tax. This included signifi cant non-operating gains. In 2009, Cate recognised a material deferred tax asset in respect of carried forward losses, which will expire during 2012. Cate again recognised the deferred tax asset in 2010 on the basis of anticipated performance in the years from 2010 to 2012, based on budgets prepared in 2010. The budgets included high growth rates in profi tability. Cate argued that the budgets were realistic as there were positive indications from customers about future orders. Cate also had plans to expand sales to new markets and to sell new products whose development would be completed soon. Cate was taking measures to increase sales, implementing new programs to improve both productivity and profi tability. Deferred tax assets less deferred tax liabilities represent 25% of shareholders’ equity at 31 May 2010. There are no tax planning opportunities available to Cate that would create taxable profi t in the near future. (5 marks)
(b) At 31 May 2010 Cate held an investment in and had a signifi cant infl uence over Bates, a public limited company. Cate had carried out an impairment test in respect of its investment in accordance with the procedures prescribed in IAS 36, Impairment of assets. Cate argued that fair value was the only measure applicable in this case as value-in-use was not determinable as cash fl ow estimates had not been produced. Cate stated that there were no plans to dispose of the shareholding and hence there was no binding sale agreement. Cate also stated that the quoted share price was not an appropriate measure when considering the fair value of Cate’s signifi cant infl uence on Bates. Therefore, Cate estimated the fair value of its interest in Bates through application of two measurement techniques; one based on earnings multiples and the other based on an option–pricing model. Neither of these methods supported the existence of an impairment loss as of 31 May 2010. (5 marks)
(c) At 1 April 2009 Cate had a direct holding of shares giving 70% of the voting rights in Date. In May 2010, Date issued new shares, which were wholly subscribed for by a new investor. After the increase in capital, Cate retained an interest of 35% of the voting rights in its former subsidiary Date. At the same time, the shareholders of Date signed an agreement providing new governance rules for Date. Based on this new agreement, Cate was no longer to be represented on Date’s board or participate in its management. As a consequence Cate considered that its decision not to subscribe to the issue of new shares was equivalent to a decision to disinvest in Date. Cate argued that the decision not to invest clearly showed its new intention not to recover the investment in Date principally through continuing use of the asset and was considering selling the investment. Due to the fact that Date is a separate line of business (with separate cash fl ows, management and customers), Cate considered that the results of Date for the period to 31 May 2010 should be presented based on principles provided by IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. (8 marks)
(d) In its 2010 fi nancial statements, Cate disclosed the existence of a voluntary fund established in order to provide a post-retirement benefi t plan (Plan) to employees. Cate considers its contributions to the Plan to be voluntary, and has not recorded any related liability in its consolidated fi nancial statements. Cate has a history of paying benefi ts to its former employees, even increasing them to keep pace with infl ation since the commencement of the Plan. The main characteristics of the Plan are as follows:
(i) the Plan is totally funded by Cate;
(ii) the contributions for the Plan are made periodically;
(iii) the post retirement benefi t is calculated based on a percentage of the fi nal salaries of Plan participants dependent on the years of service;
(iv) the annual contributions to the Plan are determined as a function of the fair value of the assets less the liability arising from past services.
Cate argues that it should not have to recognise the Plan because, according to the underlying contract, it can terminate its contributions to the Plan, if and when it wishes. The termination clauses of the contract establish that Cate must immediately purchase lifetime annuities from an insurance company for all the retired employees who are already receiving benefi t when the termination of the contribution is communicated. (5 marks)
Required:
Discuss whether the accounting treatments proposed by the company are acceptable under International Financial Reporting Standards.
Professional marks will be awarded in this question for clarity and quality of discussion. (2 marks)
The mark allocation is shown against each of the four parts above.
(a) Deferred taxation
A deferred tax asset should be recognised for deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profi t will be available against which the deductible temporary differences can be utilised. The recognition of deferred tax assets on losses carried forward does not seem to be in accordance with IAS 12 Income Taxes. Cate is not able to provide convincing evidence that suffi cient taxable profi ts will be generated against which the unused tax losses can be offset. According to IAS 12 the existence of unused tax losses is strong evidence that future taxable profi t may not be available against which to offset the losses. Therefore when an entity has a history of recent losses, the entity recognises deferred tax assets arising from unused tax losses only to the extent that the entity has suffi cient taxable temporary differences or there is convincing other evidence that suffi cient taxable profi t will be available. As Cate has a history of recent losses and as it does not have suffi cient taxable temporary differences, Cate needs to provide convincing other evidence that suffi cient taxable profi t would be available against which the unused tax losses could be offset. The unused tax losses in question did not result from identifi able causes, which were unlikely to recur (IAS 12) as the losses are due to ordinary business activities. Additionally there are no tax planning opportunities available to Cate that would create taxable profi t in the period in which the unused tax losses could be offset (IAS 12).
Thus at 31 May 2010 it is unlikely that the entity would generate taxable profi ts before the unused tax losses expired. The improved performance in 2010 would not be indicative of future good performance as Cate would have suffered a net loss before tax had it not been for the non-operating gains.
Cate’s anticipation of improved future trading could not alone be regarded as meeting the requirement for strong evidence of future profi ts. When assessing the use of carry-forward tax losses, weight should be given to revenues from existing orders or confi rmed contracts rather than those that are merely expected from improved trading. Estimates of future taxable profi ts can rarely be objectively verifi ed. Thus the recognition of deferred tax assets on losses carried forward is not in accordance with IAS 12 as Cate is not able to provide convincing evidence that suffi cient taxable profi ts would be generated against which the unused tax losses could be offset.
(b) Investment
Cate’s position for an investment where the investor has signifi cant infl uence and its method of calculating fair value can be challenged.
An asset’s recoverable amount represents its greatest value to the business in terms of its cash fl ows that it can generate i.e. the higher of fair value less costs to sell (which is what the asset can be sold for less direct selling expenses) and value in use (the cash fl ows that are expected to be generated from its continued use including those from its ultimate disposal). The asset’s recoverable amount is compared with its carrying value to indicate any impairment. Both net selling price (NSP) and value in use can be diffi cult to determine. However it is not always necessary to calculate both measures, as if the NSP or value in use is greater than the carrying amount, there is no need to estimate the other amount.
It should be possible in this case to calculate a fi gure for the recoverable amount. Cate’s view that market price cannot refl ect the fair value of signifi cant holdings of equity such as an investment in an associate is incorrect as IAS 36 prescribes the method of conducting the impairment test in such circumstances by stating that if there is no binding sale agreement but an asset is traded in an active market, fair value less costs to sell is the asset’s market price less the costs of disposal. Further, the appropriate market price is usually the current bid price.
Additionally the compliance with IAS 28, Investments in associates is in doubt in terms of the non-applicability of value in use when considering impairment. IAS 28 explains that in determining the value in use of the investments, an entity estimates:
(i) its share of the present value of the estimated future cash fl ows expected to be generated by the associate, including the cash fl ows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or (ii) the present value of the estimated future cash fl ows expected to arise from dividends to be received from the investment and from its ultimate disposal.
Estimates of future cash fl ows should be produced. These cash fl ows are then discounted to present value hence giving value in use.
It seems as though Cate wishes to avoid an impairment charge on the investment.
(c) Disposal group ‘held for sale’
IAS 27 Revised Consolidated and Separate Financial Statements moved IFRS to the use of the economic entity model. The economic entity approach treats all providers of equity capital as shareholders of the entity, even when they are not shareholders in the parent company. IFRS 5 has been amended such that if there is an intention to dispose of a controlling interest in a subsidiary which meets the defi nition of ‘held for sale’, then the net assets are classifi ed as ‘held for sale’, irrespective of whether the parent was expected to retain an interest after the disposal. A partial disposal of an interest in a subsidiary in which the parent company loses control but retains an interest as an associate or trade investment creates the recognition of a gain or loss on the entire interest. A gain or loss is recognised on the part that has been disposed of and a further holding gain or loss is recognised on the interest retained, being the difference between the fair value of the interest and the book value of the interest. The gains are recognised in the statement of comprehensive income. Any prior gains or loss recognised in other components of equity would now become realised in the statement of comprehensive income.
In this case, Cate should stop consolidating Date on a line-by-line basis from the date that control was lost. Further investigation is required into whether the holding is treated as an associate or trade investment. The agreement that Cate is no longer represented on the board or able to participate in management would suggest loss of signifi cant infl uence despite the 35% of voting rights retained. The retained interest would be recognised at fair value.
An entity classifi es a disposal group as held for sale if its carrying amount will be recovered mainly through selling the asset rather than through usage and intends to dispose of it in a single transaction.
The conditions for a non-current asset or disposal group to be classifi ed as held for sale are as follows:
(i) The assets must be available for immediate sale in their present condition and its sale must be highly probable. (ii) The asset must be currently marketed actively at a price that is reasonable in relational to its current fair value. (iii) The sale should be completed or expected to be so, within a year from the date of the classifi cation. (iv) The actions required to complete the planned sale will have been made and it is unlikely that the plan will be signifi cantly changed or withdrawn. (v) management is committed to a plan to sell.
Cate has not met all of the conditions of IFRS 5 but it could be argued that the best presentation in the fi nancial statements was that set out in IFRS 5 for the following reasons.
The issue of dilution is not addressed by IFRS and the decision not to subscribe to the issue of new shares of Date is clearly a change in the strategy of Cate. Further, by deciding not to subscribe to the issue of new shares of Date, Cate agreed to the dilution and the loss of control which could be argued is similar to a decision to sell shares while retaining a continuing interest in the entity. Also Date represents a separate line of business, which is a determining factor in IFRS 5, and information disclosed on IFRS 5 principles highlights the impact of Date on Cate’s fi nancial statements. Finally, the agreement between Date’s shareholders confi rms that Cate has lost control over its former subsidiary.
Therefore, in the absence of a specifi c Standard or Interpretation applying to this situation, IAS 8 Accounting policies, changes in accounting estimates and errors states that management should use its judgment and refer to other IFRS and the Framework.
Thus considering the requirements of IAS 27 (Para 32–37) and the above discussion, it could be concluded that the presentation based on IFRS 5 principles selected by the issuer was consistent with the accounting treatment required by IAS 27 when a parent company loses control of a subsidiary.
(d) Defi ned benefi t plan
The Plan is not a defi ned contribution plan because Cate has a legal or constructive obligation to pay further contributions if the fund does not have suffi cient assets to pay all employee benefi ts relating to employee service in the current and prior periods (IAS 19 Para 7). All other post-employment benefi t plans that do not qualify as a defi ned contribution plan are, by defi nition therefore defi ned benefi t plans. Defi ned benefi t plans may be unfunded, or they may be wholly or partly funded. Also IAS 19 (Para 26) indicates that Cate’s plan is a defi ned benefi t plan as IAS 19 provides examples where an entity’s obligation is not limited to the amount that it agrees to contribute to the fund. These examples include: (a) a plan benefi t formula that is not linked solely to the amount of contributions (which is the case in this instance); and (b) those informal practices that give rise to a constructive obligation. According to the terms of the Plan, if Cate opts to terminate, Cate is responsible for discharging the liability created by the plan. IAS 19 (Para 52) says that an entity should account not only for its legal obligation under the formal terms of a defi ned benefi t plan, but also for any constructive obligation that arises from the enterprise’s informal practices. Informal practices give rise to a constructive obligation where the enterprise has no realistic alternative but to pay employee benefi ts. Even if the Plan were not considered to be a defi ned benefi t plan under IAS 19, Cate would have a constructive obligation to provide the benefi t, having a history of paying benefi ts. The practice has created a valid expectation on the part of employees that the amounts will be paid in the future. Therefore Cate should account for the Plan as a defi ned benefi t plan in accordance with IAS 19. Cate has to recognise, at a minimum, its net present liability for the benefi ts to be paid under the Plan.