The New UK GAAP - FRS January 2014
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1 The New UK GAAP - FRS January 2014
2 Setting the scene Brief overview of new regime What is FRS 102 & what will it mean? Next steps
3 What is happening? FRS 100 and FRS 101 published in November 2012 FRS 102 published in March 2013 FRS 103 (FRED 49)
4 FRS 102 The financial reporting standard applicable in the UK & Ireland A single standard broadly based on IFRS for SMEs Replacement for almost all current UK GAAP UK GAAP as we know it will reduce from more than 3,000 pages to 334! Sets out the recognition, measurement and disclosure requirements
5 Will you be affected? No change if entity is required to prepare financial statements using EU adopted IFRS Companies eligible to apply the FRSSE (& chose to apply) may continue to do so Other entities have a choice: FRS 102 OR EU IFRS
6 When will this happen? Accounting periods beginning on or after 1 January 2015 For entities with December year ends this means: Opening balance sheet as at 31 December Restated P&L and BS being the comparatives to the 2015 financial statements First financial statements under the new regime
7 Impact of FRS 102 FRS 102 includes a number of important, challenging differences to existing UK GAAP, some of these include: Financial instruments Business combinations Deferred tax Leases Employee benefits Investment properties Cash flow statements
8 Financial instruments FRS 102 deals with Financial instruments (FI) in two chapters: Chapter 11 deals with basic FI such as debtors, creditors and simple loans Basic FI will continue to be recognised at amortised cost Chapter 12 deals with more complex FI such as forward contracts, interest rate swaps and derivatives these will need to be measured at fair value with movements being recognised in P&L a/c.
9 Financial instruments: other considerations One of the conditions for an item to be classified as basic is the return on the item (FRS 102 para 11.9), this requires returns to the holder to be: 1. A fixed amount 2. A fixed rate of return over the life of the instrument 3. A variable return throughout the life of the instrument equal to a single quoted or observable interest rate such as LIBOR 4. Some combination of fixed and variable rates (such as LIBOR bps), provided both the fixed and variable rates are positive
10 Financial instrument classification Instrument Investment in shares (excl subsidiaries / associates) Initial measurement Cost Subsequent measurement FVTPL Trade debtor Cost Amortised cost Cash at bank Cost Amortised cost Trade creditor Cost Amortised cost Bank loan with basic terms Bank loan with complex terms Transaction price Transaction price Amortised cost FVTPL
11 Derivatives Common for brokers to enter into forward currency options, accounting basis of these instruments will change: FRS 102 Recognised on balance sheet at fair value FV movements recognised in the P&L Current UK GAAP Often off balance sheet (disclosed in notes) Gains / losses recognised on settlement
12 Business combinations Recognition of intangibles (other than goodwill) under FRS 102 Current GAAP Relatively rare - largely due to the requirement that intangible assets be capable of being disposed of separately without disposing of a business of the entity. FRS 102 No separability requirement. The recognition of intangibles such as brands and customer relationships is only dependent on being able to measure them reliably at fair value. Amortisation of intangibles and goodwill Current GAAP Rebuttable presumption that the useful economic life of intangible assets and purchased goodwill is limited to 20 years or less. FRS 102 If an entity is unable to make a reliable estimate of the useful life of an intangible asset or goodwill, its life shall not exceed five years.
13 Business combinations (continued) Adjustments to initial accounting Current GAAP Adjustments permitted to provisional fair values of assets and liabilities acquired in a business combination (with a corresponding adjustment to goodwill) to the end of the first full financial year after the date of acquisition. FRS 102 Retrospective adjustments may only be made within 12 months of the acquisition date only permissible thereafter to correct a material error
14 Deferred tax FRS 102 is based on the same core methodology as current UK GAAP However, companies will be required to recognise deferred tax on: revaluation of properties (including investment properties) and other revalued assets the difference between tax and fair value of assets and liabilities (other than goodwill) acquired in business combinations unremitted overseas earnings
15 Leases Initial recognition (finance leases) Lease incentives Operating lease disclosure FRS 102 Fair value of the leased asset or, if lower, the present value of the minimum lease payments, determined at the inception of the lease. Spread over lease term. Straight-line basis (unless another systematic basis is more representative). Total minimum lease payments Current UK GAAP Present value of the minimum lease payments (in practical terms FV permitted). Spread over period to next rent review. Straight-line basis (unless another systematic basis is more representative). Annual amount payable categorised by year of expiry
16 Employee benefits Holiday pay accruals recognised under FRS 102 Defined benefit plans: Increasingly rare but still with us! Changes to the multi-employer exemption may impact distributable reserves. Different approach to calculating interest on plan assets
17 Investment properties Group exemption removed under FRS 102 Property held under an operating lease may be classified as an investment property (para 16.4) Presentation of revaluation movements will differ: FRS 102 P&L Current UK GAAP STRGL (to separate revaluation reserve) Impairments to P&L Capital and reserves will therefore look different
18 Cash flow statements 90% subsidiary exemption no longer applies Qualifying entities may take advantage of disclosure exemptions FRS 102 adopts a slightly different approach to FRS 1: Reconciliation movement in cash and cash equivalents not just cash Fewer headings (cash from operating activities, investing activities and financing activities) Reconciliation of profit to cash flows starting from profit for the year (FRS 1 starts from operating profit)
19 FRS 102 financial statements A complete set of FRS 102 financial statements will include: The statement of comprehensive income may be combined with the income statement to present a single statement of comprehensive income FRS 102 Statement of financial position Income statement Statement of comprehensive income Statement of changes in equity This must be shown as a primary statement. Statement of cash flows Current UK GAAP equivalent Balance sheet Profit and loss account Statement of total recognised gains and losses Reconciliation of movements in shareholders funds This could be shown as either a primary statement or a note to the accounts. Cash flow statement
20 Will results for the year change? Quite possibly More items can (or must) be measured at fair value (financial instruments for example) Deferred tax - Investment property valuations will now impact deferred tax Defined benefit schemes P&L charge includes interest on plan assets (rather than expected return) Lease incentives are spread over the lease term Recognition of certain items, such as intangibles, may change
21 Next steps Consider which standard to adopt sooner rather than later otherwise there is a risk of unintended consequences or cost Identify an individual to lead the transition project Undertake a gap analysis to identify accounting policies that require change Prepare an implementation timeline prioritise more challenging aspects Chapter 35 of FRS 102 includes details of the exemptions available on firsttime adoption - consider which are appropriate to ease the transition burden Availability of FRSSE Managing risk through forward contracts potentially reconsider hedging strategies to take advantage of hedge accounting
22 Operational matters Will bank covenants be affected? Discussions with lender / finance providers Staff training needs to be considered Investor liaison impact on distributable profits and therefore dividend planning Regulatory impact TC4 Consider impact on earn-outs and other arrangements in force Will any changes be required to accounting software? Internal control framework Staff remuneration policies
23 Help available Financial Reporting Council: Copy of FRS Press/Press/2013/March/FRC-issues-FRS-102.aspx FRC staff education notes - Standards/Accounting-and-Reporting-Policy/The-future-of-UK- GAAP/Staff-Education-Notes.aspx PKF Littlejohn can assist with: Gap analysis Staff training Future seminars
24 Summary Transition to FRS 102 will change not only the format of, and disclosures in, financial statements but also: the criteria for recognition of some assets and liabilities the measurement basis of some items the treatment of some gains and losses. There will also be implications beyond the financial statements that require consideration ranging from the impact on covenants to operational matters. Proper planning is key transition may take longer than you think!
25 Any questions?
26 This seminar and the accompanying handouts cover topics only in general terms and are intended to give a wide audience an outline understanding of issues relating to accounting applicable to entities in general, and therefore cannot be relied upon to cover specific situations; applications of the principles would depend on the particular circumstances involved. Furthermore, responses given in the seminar to questions are only based on an outline understanding of the facts and circumstances of the cases and therefore do not form an appropriate substitute for considered specific advice tailored to your circumstances. We recommend that you obtain professional advice before acting, or refraining from acting, on any of the contents. We would be pleased to advise you on the application of the principles demonstrated at the seminar, or on any other matters, to your specific circumstances, but in the absence of such specific advice, we cannot be responsible or held liable. PKF Littlejohn LLP is a member firm of the PKF International network of legally independent firms and does not accept any responsibility or liability for the actions or inactions on the part of any other individual member or correspondent firm or firms. PKF Littlejohn
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