International GAAP® 2019: Generally Accepted Accounting Practice under International Financial Reporting Standards
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For both the producer and the investor, each arrangement will have very specific facts
and circumstances that will need to be understood and assessed, as different accounting
treatments may apply in different circumstances. Understanding the economic
motivations and outcomes for both the producer and the investor and the substance of
the arrangement are necessary to ensure a robust and balanced accounting conclusion
can be reached. In many cases, the route to determining the classification will be a non-
linear and iterative process.
The potential implications of IFRS 15 need to be considered for transactions which are
considered to be either a sale of a mineral interest with a contract to provide services
or a commodity contract.
12.6.1.A
Sale of a mineral interest with a contract to provide services
When the nature of the arrangement indicates that the investor’s investment is more
akin to an equity interest in the project (rather than debt), this may indicate that the
producer has essentially sold an interest in a property to the investor in return for the
advance. In such a situation, the arrangement would likely be considered (fully or
partially) as a sale of a mineral interest. In some instances, some of the upfront payment
may also relate to an extraction services contract representing the producer’s obligation
to extract the investor’s share of the future production.
To apply this accounting, an entity would have to be able to demonstrate that the
criteria in relation to the sale of an asset in IAS 16 and IAS 38 have been satisfied; that
the investor bears the risks and economic benefits of ownership related to the output
and control over a portion of the property (a mineral interest); and agrees to pay for a
portion or all of the production costs of extracting and/or refining its new mineral
interest to the producer. Some of the relevant risks include:
• production risk (which party bears the risk the project will be unable to produce
output or will have a production outage);
• resource risk (which party bears the risk the project has insufficient reserves to
repay the investor); and
• price risk (which party bears the risk the price of the output will fluctuate).
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If this is possible, IFRS 15 would indicate that part of this arrangement is outside scope
of IFRS 15 and will need to be accounted for in accordance with the applicable IFRS.
Consequently, the amount paid by the investor will need to be allocated between the
sale of the mineral interest and the provision of future extraction services.
For the portion allocated to the sale of the mineral interest, the issues discussed at 12.9.3
below will need to be considered.
For the portion allocated to the future extraction services, the following provisions of
IFRS 15 will need to be considered:
• the identification of performance obligations, i.e. future extraction services
(see Chapter 28 at 5);
• the determination of the transaction price and whether it contains a significant
financing component (see Chapter 28 at 6);
• the allocation of the transaction price to those performance obligations and how
subsequent changes to the transaction price should be allocated (see Chapter 28
at 7 and 7.5); and
• whether the performance obligations are satisfied over time or at a point in time
(see Chapter 28 at 8).
Given the period over which these extraction services are to be provided may extend for
quite some time into the future and/or may change (particularly if they relate to the remaining
life of the mine or field), this may lead to some complexity in the accounting. A reasonable
degree of uncertainty still exists as to how these issues should be addressed and how they
will impact such arrangements. Practice under IFRS 15 is likely to evolve over time.
12.6.1.B
Commodity contract – forward sale of future production
A producer and an investor may agree to enter such an arrangement where both parties
have an expectation of the amount of the commodity to be delivered under the contract
at inception (for example, based on the reserves) and that there may or may not be
additional resources. On the basis that the reserves will be delivered under the contract
(and the contract cannot be net settled in cash), the mining company or oil and gas
company has effectively pre-sold its future production and the investor has made an
upfront payment/advance which would be considered a deposit for some or all of the
commodity volumes to be delivered at a future date.
In this case, the arrangement is a commodity contract that falls outside the scope of
IFRS 9, but only if the contract will always be settled through the physical delivery of
the commodity which has been extracted by the producer as part of its own operations
(i.e. it meets the ‘own-use exemption’ discussed at 13.1 below). [IAS 32.8, IFRS 9.2.4].
To determine if the own-use exemption applies and continues to apply, the key tests are
whether the contract will always be settled through the physical delivery of a commodity
(that is, not in cash and would not be considered to be capable of net settlement in cash),
and that the commodity will always be extracted by the producer as part of its own
operations. This means that there is no prospect of the producer settling part, or the entire
advance, by purchasing the commodity on the open market or from a third party.
The issues to be considered under IFRS 15 will be the same as those relating to the
provision of future extraction services (see 12.6.1.A above).
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12.6.2
Accounting by the investor
From the investor’s perspective, where the accounting becomes more complex is where
the investor has acquired a right to receive cash, some quantity or value of a particular
commodity, or the option to choose one or the other, or some combination of both.
From the investor’s perspective, there are generally four common accounting outcomes
that are frequently observed:
• acquisition of a mineral interest (under the principles of IAS 16 or IAS 38) and
potentially a prepayment in relation to future services such as extraction, refining,
etc., – this would occur when the arrangement effectively transfers control over a
portion of the mine/field from the producer to the investor and there is a right to
receive future extraction services;
• commodity contract, which is outside the scope of IFRS 9 and in the scope of
IAS 38 – this would only occur when the arrangement is an executory contract to
receive an expected amount of the commodity in the future from the producer and
its meets the ‘own-use’ exemption for the investor. If the commodity contract does
not meet the own-use exemption, the arrangement will be in scope of IFRS 9;
• a financial asset (i.e. a receivable or some sort of other financial asset) in
accordance with IFRS 9 – this would occur when the arrangement establishes a
contractual right to receive cash or another financial asset in the future; or
• a mix of all three.
The accounting implications of each for the investor, from a profit
or loss perspective,
can be significantly different.
12.7 Trading
activities
Many mining and metals and oil and gas companies engage in trading activities
(e.g. crude oil cargos or coal) and they may either take delivery of the product or resell
it without taking delivery. Even when an entity takes physical delivery and becomes the
legal owner of a commodity, it may still only be as part of its trading activities. Such
transactions do not fall within the normal purchase and sales exemption (see 13.1 below)
when ‘for similar contracts, the entity has a practice of taking delivery of the underlying
and selling it within a short period after delivery for the purpose of generating a profit
from short-term fluctuations in price or dealer’s margin’. [IAS 32.9(c), IFRS 9.2.6(c)]. Where
the entity has a practice of settling similar physical commodity-based contracts net in
cash, these contracts also do not fall within the normal purchase and sales exemption.
[IAS 32.9(b), IFRS 9.2.6(b)]. In that case, the purchase and sales contracts should be accounted
for as derivatives within the scope of IFRS 9.
12.8 Embedded derivatives in commodity arrangements
IFRS 15 states that if a contract is partially within scope of this standard and partially in
the scope of another standard, entities will first apply the separation and measurement
requirements of the other standard(s). [IFRS 15.7]. Therefore, to the extent that there is an
embedded derivative contained within a revenue contract, e.g. provisional pricing
mechanisms (discussed in more detail at 12.8.1 below), diesel price linkage in a crude oil
contract, or oil price linkage in a gas sales contract, these will continue to be assessed
and accounted for in accordance with IFRS 9.
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Under IFRS 9, if a feature of a revenue contract is considered to be an embedded derivative
that is not closely related to a non-financial host contract; the embedded derivative is
required to be separated from the non-financial host contract. If it is closely related, it is
not required to be separated. In the event that the embedded derivative is considered to
be closely related to the non-financial host contract, once transfer of control of the product
has occurred and the entity has an unconditional right to receive cash and the host contract
becomes a financial asset (i.e. a receivable), the accounting changes.
Under IFRS 9, embedded derivatives are not separated from a host financial receivable.
Instead, the receivable will fail the contractual cash flows test. As a consequence, the
whole receivable will have to be subsequently measured at fair value through profit or
loss from the date of recognition of that receivable. See Chapter 44 at 2 for more
information on the classification of financial assets under IFRS 9.
IFRS 15 does not impact the treatment of embedded derivatives under IFRS 9. Revenue
within the scope of IFRS 15 will be recognised when control passes to the customer and
will be measured at the amount to which the entity expects to be entitled. Any
subsequent fair value movements in the receivable would be recognised in profit or loss.
However, as a result of the specific disclosure requirements of IFRS 15, these need to
be presented separately from IFRS 15 revenue. This is discussed in relation to
provisionally priced sales at 12.8.1 below.
12.8.1
Provisionally priced sales contracts
Sales contracts for certain commodities (e.g. copper and oil) often provide for
provisional pricing at the time of shipment. The final sales price is often based on the
average quoted market prices during a subsequent period (the ‘quotational period’ or
‘QP’), the price on a fixed date after delivery or the amount subsequently realised by
another party (e.g. the smelter or refiner, net of tolling charges).
As discussed at 13.2.2 below these QP pricing exposures may meet the definition of an
embedded derivative under IFRS 9. The treatment of embedded derivatives in
commodity contracts is discussed in more detail at 12.8 above.
From a revenue recognition perspective, under IFRS 15, revenue will be recognised
when control passes to the customer and will be measured at the amount to which the
entity expects to be entitled, being the estimate of the price expected to be received at
the end of the QP, i.e. the forward price. [IFRS 15.47].
If shipping is considered to be a separate performance obligation, some of the revenue
may need to be allocated between the commodity and shipping services. See 12.12
below for further discussion.
With respect to the presentation of any fair value movements in the receivable from the
date of sale, entities have often presented the QP movements as part of revenue. IFRS 15
does not address the presentation of fair value movements in receivables. Likewise,
IFRS 9 does not specify where such movements should be presented in profit or loss.
IFRS 15 only addresses a subset of total revenue (i.e. revenue from contracts with
customers). That is, transactions outside the scope of IFRS 15 might result in the
recognition of revenue. However, while IFRS 15 does not specifically prohibit fair
value movements of a receivable from being described as revenue, it does specifically
require an entity to disclose revenue from contracts with customers separately from
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its other sources of revenue, either in the statement of comprehensive income or in
the notes. [IFRS 15.113]. Therefore, entities will need to track these separately.
12.9 Royalty
income
Entities in the extractive industries sometimes enter into arrangements whereby they
may receive some form of royalty income. This may arise when they sell some or all
their interest in a mining project or oil and gas project and in return agree to accept a
future royalty amount which may be based on production and/or payable in cash or in
kind. Alternatively, the acquiring entity may pay a net profit interest, that is, a
percentage of the net profit (calculated using an agreed formula) generated by the
interest sold. There may be other types of arrangements where the mining company or
oil and gas company grants another entity a right in return for other types of payments
– for example streaming arrangement (see 12.6 above for more detail).
Accounting for mineral rights and mineral reserves is scoped out of a number of
standards including IAS 16, IAS 38 and IFRS 16. Consequently, diverse practice has
emerged in the accounting for such transactions.
With respect to these royalty arrangements, these can take a number of different forms
and different accounting approaches have emerged. These may include:
• Future receipt is solely dependent on production: For some arrangements, the
future royalty stream is solely dependent on future production, such that, if there
is no future production, no royalty income will be received.
In some instances, the inflows (i.e. the royalty income) and the associated royalty
receivable, are only recognised once the related mineral is extracted and the royalty
is due, rather than when the interest in the project is originally sold. When such
royalty receipts occur, they
are often disclosed as either revenue or other income.
An alternate approach observed is that the sale of the mineral interest is considered
to create a contractual right to receive these royalty amounts (i.e. a contractual
right to receive cash). Therefore, such royalty amounts (and, hence, the related
receivable) would be recognised at the date of disposal and included in the
calculation of the gain or loss on sale. Further divergence exists as to how
subsequent movements in the receivable are recognised in profit or loss (i.e. as
revenue or as other gains/losses).
There is more specific guidance when the royalty receivable represents contingent
consideration in the sale of a business (see Chapter 41 at 3.7.1.B).
• Minimum additional amount due, but timing linked to production: In other
arrangements, the entity may be entitled to receive a certain additional (minimum)
amount of cash regardless of the level of production, but the timing of receipt is linked
to future production. This type of arrangement is considered to establish a contractual
right to receive cash at the point when the disposal transaction occurs. Therefore, an
entity recognises a receivable and the associated income when the arrangement is
entered into and this will form part of the gain or loss on sale of the mineral interest.
The impact of IFRS 15 will depend on whether the royalty arrangement is considered
to arise from a collaborative arrangement, in the context of a supplier-customer
relationship, or from the sale of a non-financial asset.
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12.9.1
Royalty arrangements with collaborative partners
As discussed at 12.5 above, IFRS 15 only addresses contracts with customers for goods
or services provided in the ordinary course of an entity’s business, it does not apply to
arrangements between collaborative partners. [IFRS 15.6]. Where royalties are received
by an entity as part of such an arrangement, they will generally not be in the scope of
IFRS 15, unless the collaborator or partner meets the definition of a customer for some,
or all, aspects of the arrangement. See 12.9.2 below.
12.9.2
Royalty arrangements with customers
IFRS 15 does not scope out revenue from the extraction of minerals. Therefore,
regardless of the type of product being sold, if the counterparty to the contract is