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

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  as held for sale is appropriate. However, as the standard is not explicit, judgement will

  be required.

  Non-current assets held for sale and discontinued operations 191

  If the subsidiary in question meets the definition of a discontinued operation, the

  standard’s presentation and disclosure requirements for discontinued operations apply

  (see 3.2 below). [IFRS 5.36A].

  IFRS 5 does not explicitly extend these requirements to loss of control of a subsidiary

  in other ways. Given the alignment of the rules on sales with distributions to owners, it

  seems clear that partial distributions triggering loss of control would result in held for

  distribution classification.

  However, control may be lost in other ways. Examples would include a subsidiary

  issuing shares to third parties, or control established by contract coming to an end.

  The Basis for Conclusions on the standard sheds some light on the views of the Board.

  In particular, the following:

  ‘At the date control is lost, all the subsidiary’s assets and liabilities are derecognised and any

  investment retained in the former subsidiary is recognised. Loss of control is a significant

  economic event that changes the nature of an investment. The parent-subsidiary

  relationship ceases to exist and an investor-investee relationship begins that differs

  significantly from the former parent-subsidiary relationship. Therefore, the new investor-

  investee relationship is recognised and measured initially at the date when control is lost.

  ‘The Board concluded that, under the sale plan described above, the controlling interest

  in the subsidiary is, in substance, exchanged for a non-controlling interest. Therefore,

  in the Board’s view, being committed to a plan involving loss of control of a subsidiary

  should trigger classification as held for sale.’ [IFRS 5.BC24B-24C].

  This, and the fact that the standard applies to assets held for distribution to owners, may

  suggest that the explicit rules for partial sales of assets resulting in loss of control should

  also apply to loss of control from other causes. However, the standard is not explicit, and

  the IFRIC concluded in January 20161 that it could not resolve the issue, and decided it

  should be considered for a broad-scope project on IFRS 5 (future developments of IFRS 5

  are discussed at 6 below). In the meantime, judgement will be required.

  2.1.3.B

  Partial disposal of an associate or joint venture

  In accordance with IAS 28 – Investments in Associates and Joint Ventures, IFRS 5 will

  apply to an investment, or a portion of an investment, in an associate or a joint venture

  that meets the criteria to be classified as held for sale (see 2.1.2 above). Any retained

  portion of such an investment that has not been so classified should be accounted for

  using the equity method until disposal of the portion that is classified as held for sale takes

  place. After the disposal takes place, any retained interest should be accounted for in

  accordance with IFRS 9 – Financial Instruments – unless the retained interest continues

  to be an associate or a joint venture, in which case the equity method should be used.

  If such an investment ceases to be classified as held for sale, it should be accounted for

  using the equity method retrospectively from the date of its original classification as

  held for sale. Financial statements for the periods since classification as held for sale

  should be amended accordingly. [IAS 28.20, 21].

  192 Chapter

  4

  2.2

  Measurement of non-current assets (and disposal groups) held

  for sale

  2.2.1

  Scope of the measurement requirements

  IFRS 5’s classification and presentation requirements apply to all recognised non-

  current assets (which is defined in the same way as in IAS 1, discussed at 2.1 above) and

  disposal groups. However, the measurement provisions of the standard do not apply to

  the following assets (which remain covered by the standards listed) either as individual

  assets or as part of a disposal group: [IFRS 5.2, 5]

  (a) deferred tax assets (dealt with in IAS 12 – Income Taxes);

  (b) assets arising from employee benefits (dealt with in IAS 19 – Employee Benefits);

  (c) financial assets within the scope of IFRS 9;

  (d) non-current assets that are accounted for in accordance with the fair value model

  in IAS 40 – Investment Property;

  (e) non-current assets that are measured at fair value less costs to sell in accordance

  with IAS 41 – Agriculture; and

  (f) contractual rights under insurance contracts as defined in IFRS

  4 –

  Insurance Contracts. For periods beginning on or after 1 January 2021 this

  becomes ‘groups of contracts within the scope of IFRS 17 – Insurance Contracts’.

  2.2.2

  Measurement of non-current assets and disposal groups held for sale

  2.2.2.A

  Measurement on initial classification as held for sale

  IFRS 5 requires that immediately before the initial classification of an asset (or disposal

  group) as held for sale, the carrying amount of the asset (or all the assets and liabilities

  in the group) should be measured in accordance with applicable IFRSs. [IFRS 5.18]. In

  other words, an entity should apply its usual accounting policies up until the criteria for

  classification as held for sale are met.

  Thereafter a non-current asset (or disposal group) classified as held for sale should be

  measured at the lower of its carrying amount and fair value less costs to sell. [IFRS 5.15].

  IFRS 13 – Fair Value Measurement – defines fair value as ‘the price that would be

  received to sell an asset or paid to transfer a liability in an orderly transaction between

  market participants at the measurement date’ (see Chapter 14). [IFRS 13.9]. Costs to sell

  are defined as ‘the incremental costs directly attributable to the disposal of an asset (or

  disposal group), excluding finance costs and income tax expense.’ [IFRS 5 Appendix A].

  When the sale is expected to occur beyond one year, the costs to sell should be

  measured at their present value. Any increase in the present value of the costs to sell

  that arises from the passage of time should be presented in profit or loss as a financing

  cost. [IFRS 5.17]. For disposal groups, the standard adopts a portfolio approach. It requires

  that if a non-current asset within the scope of its measurement requirements is part of

  a disposal group, the measurement requirements should apply to the group as a whole,

  so that the group is measured at the lower of its carrying amount and fair value less costs

  to sell. [IFRS 5.4]. It will still be necessary to apportion any write down to the underlying

  assets of the disposal group, but no element is apportioned to items outside the scope

  of the standard’s measurement provisions. This is discussed further at 2.2.3 below.

  Non-current assets held for sale and discontinued operations 193

  Items held for distribution to owners should be measured at the lower of carrying amount

  and fair value less costs to distribute. Costs to distribute are incremental costs directly

  attributable to the distribution, excluding finance costs and income tax expense. [IFRS 5.15A].

  If a newly acquired asset (or disposal group) meets the cri
teria to be classified as held

  for sale (which, as discussed at 2.1.2 above, are subtly different for assets acquired

  exclusively with a view to subsequent disposal), applying the above requirements will

  result in the asset (or disposal group) being measured on initial recognition at the lower

  of its carrying amount had it not been so classified (for example, cost) and fair value less

  costs to sell. This means that if the asset (or disposal group) is acquired as part of a

  business combination, it will be measured at fair value less costs to sell. [IFRS 5.16].

  The implementation guidance accompanying the standard provides the following

  illustration of a subsidiary acquired with a view to sale. [IFRS 5.IG13].

  Example 4.3:

  Measuring and presenting subsidiaries acquired with a view to

  sale and classified as held for sale

  Entity A acquires an entity H, which is a holding company with two subsidiaries, S1 and S2. S2 is acquired

  exclusively with a view to sale and meets the criteria to be classified as held for sale. Accordingly, S2 is also

  a discontinued operation (see 3.1 below).

  The fair value less costs to sell of S2 is €135. A accounts for S2 as follows:

  • initially, A measures the identifiable liabilities of S2 at fair value, say at €40;

  • initially, A measures the acquired assets as the fair value less costs to sell of S2 (€135) plus the fair

  value of the identifiable liabilities (€40), i.e. at €175;

  • at the reporting date, A remeasures the disposal group at the lower of its cost and fair value less costs to

  sell, say at €130. The liabilities are remeasured in accordance with applicable IFRSs, say at €35. The

  total assets are measured at €130 + €35, i.e. at €165;

  • at the reporting date, A presents the assets and liabilities separately from other assets and liabilities in

  its consolidated financial statements as illustrated in Example 4.5 at 2.2.4 below; and

  • in the statement of comprehensive income, A presents the total of the post-tax profit or loss of S2 and

  the post-tax gain or loss recognised on the subsequent remeasurement of S2, which equals the

  remeasurement of the disposal group from €135 to €130.

  Further analysis of the assets and liabilities or of the change in value of the disposal group is not required.

  The final sentence in the above example says no further analysis of the assets and

  liabilities is required. This must refer to there being no such disclosure requirement for

  financial statements. A detailed purchase price analysis and tracking of the acquired

  entity may still be needed, notwithstanding a partial relaxation of what is required to be

  disclosed by IFRS 5. This may be needed to be able to determine the split between gross

  assets and liabilities and how movements in the carrying amounts are reflected in profit

  or loss, or other comprehensive income.

  2.2.2.B Subsequent

  remeasurement

  While a non-current asset is classified as held for sale or while it is part of a disposal

  group classified as held for sale it should not be depreciated or amortised. Interest and

  other expenses attributable to the liabilities of a disposal group classified as held for sale

  should continue to be recognised. [IFRS 5.25].

  On subsequent remeasurement of a disposal group, the standard requires that the

  carrying amounts of any assets and liabilities that are not within the scope of its

  194 Chapter

  4

  measurement requirements, be remeasured in accordance with applicable IFRSs before

  the fair value less costs to sell of the disposal group is remeasured. [IFRS 5.19].

  2.2.3

  Impairments and reversals of impairment

  The requirement to measure a non-current asset or disposal group held for sale at the

  lower of carrying amount and fair value less costs to sell may give rise to a write down

  in value (impairment loss) and possibly its subsequent reversal. As noted above, the first

  step is to account for any items outside the scope of the standard’s measurement rules

  in the normal way. After that, any excess of carrying value over fair value less costs to

  sell should be recognised as an impairment. [IFRS 5.20].

  Any subsequent increase in fair value less costs to sell of an asset up to the cumulative

  impairment loss previously recognised either in accordance with IFRS 5 or in accordance

  with IAS 36 should be recognised as a gain. [IFRS 5.21]. In the case of a disposal group, any

  subsequent increase in fair value less costs to sell should be recognised:

  (a) to the extent that it has not been recognised under another standard in relation to

  those assets outside the scope of IFRS 5’s measurement requirements; but

  (b) not in excess of the cumulative amount of losses previously recognised under

  IFRS 5 or before that under IAS 36 in respect of the non-current assets in the

  group which are within the scope of the measurement rules of IFRS 5. [IFRS 5.22].

  Any impairment loss (or any subsequent gain) recognised for a disposal group should be

  allocated to the non-current assets in the group that are within the scope of the

  measurement requirements of IFRS 5. The order of allocation should be:

  • first, to reduce the carrying amount of any goodwill in the group; and

  • then, to the other non-current assets of the group pro rata on the basis of the

  carrying amount of each asset in the group. [IFRS 5.23].

  This is illustrated by the standard with the following example: [IFRS 5.IG10]

  Example 4.4:

  Allocation of impairment loss to the components of a disposal group

  An entity plans to dispose of a group of its assets (as an asset sale). The assets form a disposal group, and are

  measured as follows:

  Carrying amount at

  Carrying amount as

  the reporting date

  remeasured immediately

  before classification

  before classification as

  as held for sale

  held for sale

  €

  €

  Goodwill

  1,500

  1,500

  Property, plant and equipment

  4,600

  4,000

  (carried at revalued amounts)

  Property, plant and equipment

  5,700

  5,700

  (carried at cost)

  Inventory

  2,400

  2,200

  Investments in equity instruments

  1,800

  1,500

  Total 16,000

  14,900

  The entity recognises the loss of €1,100 (€16,000 – €14,900) immediately before classifying the disposal group

  as held for sale. The entity measures the fair value less costs to sell of the disposal group as €13,000. Because an

  entity measures a disposal group classified as held for sale at the lower of its carrying amount and fair value less

  Non-current assets held for sale and discontinued operations 195

  costs to sell, the entity recognises an impairment loss of €1,900 (€14,900 – €13,000) when the group is initially

  classified as held for sale. The impairment loss is allocated to non-current assets to which the measurement

  requirements of the IFRS are applicable. Therefore, no impairment loss is allocated to inventory and investments

  in equity instruments. The loss is allocated to the other assets in the order of allocation described above.<
br />
  The allocation can be illustrated as follows:

  First, the impairment loss reduces any amount of goodwill. Then, the residual loss is allocated to other assets pro rata

  based on the carrying amounts of those assets.

  Carrying amount as

  Carrying

  remeasured immediately

  amount after

  before classification

  Allocated

  allocation of

  as held for sale

  impairment loss

  impairment loss

  €

  €

  €

  Goodwill 1,500

  (1,500)

  –

  Property, plant and equipment

  4,000

  (165)

  3,835

  (carried at revalued amounts)

  Property, plant and equipment

  5,700

  (235)

  5,465

  (carried at cost)

  Inventory 2,200

  –

  2,200

  Investments in equity instruments

  1,500

  –

  1,500

  Total 14,900

  (1,900)

  13,000

  In the first table of this example, it is not particularly clear what the meaning and

  purpose of the left hand column is. The fact that some of the figures are different in

  each column, seems to indicate that the column header ‘Carrying amount at the

  reporting date before classification as held for sale’ is referring to the opening statement

  of financial position at the beginning of the period in which the classification is made.

  As noted at 2.2.2.A above, an entity is required to remeasure the assets as normal under

  the relevant standards immediately before classifying them as held for sale. This would

  mean the difference of €1,100 reflects routine accounting entries (such as depreciation

  and revaluation) from the start of the period to the date of classification as held to sale.

  Also worthy of note is that the example does not say where the entity recognises the

  loss of €1,100. Given that the disposal group contains investments in equity instruments,

  some of this amount might be recorded in other comprehensive income rather than in

  profit or loss. Similarly, movements in property plant and equipment held at revalued

 

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