International GAAP® 2019: Generally Accepted Accounting Practice under International Financial Reporting Standards

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  fair value. Before the initial publication of IFRS 2, a number of respondents to the

  IASB’s earlier exposure draft suggested that, for reasons of consistency and simplicity

  of calculation, cash-settled transactions should be measured at intrinsic value

  throughout their entire life. The IASB, while accepting these merits of the intrinsic

  value approach, rejected it on the basis that, since it does not include a time value, it

  is not an adequate measure of either the liability or the cost of services consumed.

  [IFRS 2.BC246-251].

  As noted at 5.5 above, the approach to determining the fair value of share-based

  payments continues to be that specified in IFRS 2 as share-based payments fall outside

  the scope of IFRS 13 which applies more generally to the measurement of fair value

  under IFRSs (see Chapter 14). [IFRS 2.6A].

  IFRS 2 uses the term ‘share appreciation rights’ when referring to measurement of the

  liability but makes clear that this should be read as including any cash-settled share-

  based payment transaction. [IFRS 2.31].

  9.3.2

  Application of the accounting treatment

  The treatment required by IFRS 2 for cash-settled transactions is illustrated by

  Example 30.37 below and by Example 30.38 at 9.3.2.C below. These examples are

  based, respectively, on IG Examples 12 and 12A in the implementation guidance

  accompanying IFRS 2. [IFRS 2 IG Example 12, IG Example 12A].

  Example 30.37: Cash-settled transaction with service condition

  An entity grants 100 cash-settled share appreciation rights (SARs) to each of its 500 employees, on condition

  that the employees remain in its employment for the next three years. The SARs can be exercised on the third,

  fourth and fifth anniversary of the grant date.

  During year 1, 35 employees leave. The entity estimates that a further 60 will leave during years 2 and 3 (i.e.

  the award will vest in 405 employees).

  During year 2, 40 employees leave and the entity estimates that a further 25 will leave during year 3 (i.e. the

  award will vest in 400 employees).

  During year 3, 22 employees leave, so that the award vests in 403 employees. At the end of year 3, 150

  employees exercise their SARs (leaving 253 employees still to exercise).

  Another 140 employees exercise their SARs at the end of year 4, leaving 113 employees still to exercise, who

  do so at the end of year 5.

  2652 Chapter 30

  The entity estimates the fair value of the SARs at the end of each year in which a liability exists as shown

  below. The intrinsic values of the SARs at the date of exercise (which equal the cash paid out) at the end of

  years 3, 4 and 5 are also shown below.

  Year

  Fair value

  Intrinsic value

  £

  £

  1 14.40

  2 15.50

  3 18.20

  15.00

  4 21.40

  20.00

  5 25.00

  The entity will recognise the cost of this award as follows:

  Liability

  Cash paid Expense for

  Year

  Calculation of liability

  Calculation of cash paid

  (£)

  (£)

  period (£)*

  1 405 employees × 100

  SARs × £14.40 × 1/3

  194,400

  –

  194,400

  2 400 employees × 100

  SARs × £15.50 × 2/3

  413,333

  –

  218,933

  3 253 employees × 100

  150 employees × 100

  SARs × £18.20

  SARs × £15.00

  460,460

  225,000

  272,127

  4 113 employees × 100

  140 employees × 100

  SARs × £21.40

  SARs × £20.00

  241,820

  280,000

  61,360

  5 –

  113 employees × 100

  SARs × £25.00

  –

  282,500 40,680

  *

  Liability at end of period + cash paid in period – liability at start of period

  The accounting treatment for cash-settled transactions is therefore (despite some

  similarities in the methodology) significantly different from that for equity-settled

  transactions. An important practical issue is that, for a cash-settled transaction, the

  entity must determine the fair value at each reporting date and not merely at grant date

  (and at the date of any subsequent modification or settlement) as would be the case for

  equity-settled transactions.

  As Example 30.37 shows, it is not generally necessary, although arguably required by

  IFRS 2, to determine the fair value of a cash-settled transaction at grant date, at least to

  determine the expense under IFRS 2. However, for entities subject to IAS 33 – Earnings

  per Share – the grant date fair value may be required in order to make the disclosures

  required by that standard – see Chapter 33 at 6.4.2.

  We discuss in more detail at 9.3.2.A to 9.3.2.E below the following aspects of the

  accounting treatment of cash-settled transactions:

  Share-based

  payment

  2653

  • determining the vesting period (see 9.3.2.A below);

  • periodic allocation of cost (see 9.3.2.B below);

  • treatment of non-market vesting conditions (see 9.3.2.C below);

  • treatment of market conditions and non-vesting conditions (see 9.3.2.D below);

  and

  • treatment of modification, cancellation and settlement (see 9.3.2.E below).

  9.3.2.A

  Determining the vesting period

  The rules for determining vesting periods are the same as those applicable to equity-

  settled transactions, as discussed in 6.1 to 6.4 above. Where an award vests immediately,

  IFRS 2 creates a presumption that, in the absence of evidence to the contrary, the award

  is in respect of services that have already been rendered, and should therefore be

  expensed in full at grant date. [IFRS 2.32].

  Where cash-settled awards are made subject to vesting conditions (as in many cases

  they will be, particularly where payments to employees are concerned), IFRS 2 creates

  a presumption that they are a payment for services to be received in the future, during

  the ‘vesting period’, with the transaction being recognised during that period, as

  illustrated in Example 30.37 above. [IFRS 2.32].

  9.3.2.B

  Periodic allocation of cost

  IFRS 2 states that the required treatment for cash-settled transactions is simply to

  measure the fair value of the liability at each reporting date, [IFRS 2.30], which might

  suggest that the full fair value, and not just a time-apportioned part of it, should be

  recognised at each reporting date – as would be the case for any liability that is a

  financial instrument and measured at fair value under IFRS 9.

  However, the standard goes on to clarify that the liability is to be measured at an amount

  that reflects ‘the extent to which employees have rendered service to date’, and the cost

  is to be recognised ‘as the employees render service’. [IFRS 2.32-33]. This, together with IG

  Examples 12-12A in IFRS 2 (the substance of which is reproduced as Examples 30.37

  above and 30.38 below), indicates that a spreading approach is to be adopted.

&nbs
p; 9.3.2.C Non-market

  vesting conditions

  IFRS 2 (as amended for accounting periods beginning on or after 1 January 2018)

  clarifies how performance vesting conditions and non-vesting conditions should be

  treated in the measurement of cash-settled share-based payment transactions. In this

  section we consider non-market performance conditions; market performance

  conditions and non-vesting conditions are discussed at 9.3.2.D below.

  2654 Chapter 30

  The amended standard makes clear that:

  • vesting conditions (other than market conditions) should not be taken into account

  in estimating the fair value of a cash-settled share-based payment. Instead, as for

  equity-settled share-based payment transactions, such conditions should be taken

  into account by adjusting the number of awards included in the measurement of

  the liability arising from the cash-settled share-based payment transaction;

  • the amount recognised for the goods or services received during the vesting period

  should be based on the entity’s best estimate of the number of awards expected to

  vest. This estimate should be revised, if necessary, if subsequent information

  indicates that the number of awards expected to vest differs from previous

  estimates. On the vesting date, the entity should revise the estimate to equal the

  number of awards that ultimately vested; and

  • on a cumulative basis, the amount ultimately recognised for goods or services

  received as consideration for the cash-settled share-based payment will be equal

  to the cash that is paid. [IFRS 2.33A-33B, 33D].

  There are transitional provisions relating to application of the amended standard as set

  out at 16.2 below.

  As part of the amendments, IG Example 12A was added to the implementation guidance

  accompanying IFRS 2 to illustrate the accounting treatment of a cash-settled award with

  a non-market performance condition. [IFRS 2 IG Example 12A]. This example forms the basis

  of Example 30.38 below and supplements the illustration of a service condition in

  IG Example 12 (broadly reproduced as Example 30.37 above).

  Example 30.38: Cash-settled transaction with service condition and non-market

  performance condition

  An entity grants 100 cash-settled share appreciation rights (SARs) to each of its 500 employees, on condition that

  the employees remain in its employment for the next three years and the entity reaches a revenue target (£1 billion

  in sales) by the end of year 3. The entity expects all employees to remain in employment for the full three years.

  At the end of year 1, the entity expects that the revenue target will not be achieved by the end of year 3. During

  year 2, the entity’s revenue increased significantly and it is expected that the revenue will continue to grow.

  Consequently, at the end of year 2, the entity expects that the revenue target will be achieved by the end of year 3.

  At the end of year 3, the revenue target is achieved and 150 employees exercise their SARs. Another 150 employees

  exercise their SARs at the end of year 4 and the remaining 200 exercise their SARs at the end of year 5.

  Using an option pricing model, the entity estimates the fair value of the SARs, ignoring the revenue target

  performance condition and the employment service condition, at the end of each year until all of the cash-

  settled share-based payments are settled. At the end of year 3, all of the SARs vest. The following table shows

  the estimated fair value of the SARs at the end of each year and the intrinsic values of the SARs at the date

  of exercise (which equal the cash paid out).

  Year

  Fair value

  Intrinsic value

  £

  £

  1 14.40

  2 15.50

  3 18.20

  15.00

  4 21.40

  20.00

  5 25.00

  25.00

  Share-based

  payment

  2655

  The entity will recognise a total expense and cash payment of £1,025,000 as follows:

  Liability

  Cash paid Expense for

  Year

  Calculation of liability

  Calculation of cash paid

  (£)

  (£)

  period (£)*

  1 SARs are not expected to

  vest: no expense is

  recognised.

  –

  –

  –

  2 SARs are expected to

  vest: 500 employees ×

  100 SARs × £15.50 × 2/3

  516,667

  –

  516,667

  3 ((500 – 150) employees ×

  150 employees × 100

  100 SARs × £18.20 × 3/3) SARs × £15.00

  – 516,667

  637,000

  225,000 345,333

  4 ((350 – 150) employees ×

  150 employees × 100

  100 SARs × £21.40) –

  SARs × £20.00

  637,000

  428,000

  300,000 91,000

  5 ((200 – 200) employees ×

  200 employees × 100

  100 SARs × £25.00) –

  SARs × £25.00

  428,000

  –

  500,000 72,000

  *

  Liability at end of period + cash paid in period – liability at start of period

  Prior to the June 2016 amendments to the standard, the treatment of service conditions

  attached to cash-settled awards was clear (as illustrated in IG Example 12) but the lack

  of clarity about the treatment of performance vesting conditions and non-vesting

  conditions led to diversity in practice.

  For non-market performance conditions attached to a cash-settled award, it was

  unclear whether an entity should:

  • analogise to the treatment of service conditions in IG Example 12

  (see Example 30.37 above), basing the liability until vesting date on the current best

  estimate of the outcome of those conditions; or

  • fully reflect the estimated outcome of the conditions other than service as part of

  the fair value calculation.

  Both approaches were used in practice and an entity with an existing policy to reflect the

  outcome of non-market performance conditions in the fair value of cash-settled transactions

  could, in our view, continue to apply this policy prior to adoption of the amendment.

  9.3.2.D Market

  conditions

  and non-vesting conditions

  Prior to the June 2016 amendments (applicable for accounting periods beginning on or

  after 1 January 2018), IFRS 2 had no specific guidance about whether market

  performance conditions and non-vesting conditions attached to a cash-settled

  transaction should be accounted for differently from non-market performance

  conditions, as is the case for an equity-settled transaction (see 6.2 to 6.4 above).

  The amended standard states that market conditions and non-vesting conditions should

  be taken into account when estimating the fair value of a cash-settled share-based

  payment when it is initially measured and at each remeasurement date until settlement.

  [IFRS 2.33C]. The requirements are now explicit but are consistent with the approach

  previously considered appropriate for cash-settled transactions with market conditions

  and/or non-vesting conditions. Therefore we do not expect that there will be

  2656 Chapter 30

 
; widespread changes of accounting policy in this area on adoption of the amended

  standard (in contrast to the elimination of diversity in the accounting treatment for non-

  market conditions, as outlined at 9.3.2.C above).

  There will be no ultimate cost for a cash-settled award where a market condition or

  non-vesting condition is not satisfied as any liability would be reversed. The cumulative

  amount recognised will be equal to the cash paid. [IFRS 2.33D]. This is different from the

  accounting model for equity-settled transactions with market conditions or non-vesting

  conditions, which can result in a cost being recognised for awards subject to a market

  or non-vesting condition that is not satisfied (see 6.3 and 6.4 above).

  There are transitional provisions relating to application of the amended standard as set

  out at 16.2 below.

  9.3.2.E

  Modification, cancellation and settlement

  IFRS 2 (as amended for accounting periods beginning on or after 1 January 2018)

  includes guidance for modifications that change the classification of a share-based

  payment transaction from cash-settled to equity-settled (see 9.4 below). Apart from this,

  IFRS 2 provides no specific guidance on modification, cancellation and settlement of

  cash-settled awards. However, as cash-settled awards are accounted for using a full fair

  value model no such guidance is needed. It is clear that:

  • where an award is modified, the liability recognised at and after the point of

  modification will be based on its new fair value, with the effect of any movement

  in the liability recognised immediately;

  • where an award is cancelled the liability will be derecognised, with a credit

  immediately recognised in profit or loss; and

  • where an award is settled, the liability will be derecognised, and any gain or loss

  on settlement immediately recognised in profit or loss.

  9.4

  Modification of award from equity-settled to cash-settled or

  from cash-settled to equity-settled

  An entity will sometimes modify the terms of an award in order to change the manner

  of settlement. In other words, an award that at grant date was equity-settled is modified

  so as to become cash-settled, or vice versa.

  Prior to the June 2016 amendments (applicable for accounting periods beginning on or

 

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