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

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by International GAAP 2019 (pdf)


  An option contract is a contract which gives one party to the contract the right, but not

  the obligation, to buy from, or sell to, the other party to the contract the asset that is the

  subject of the contract for a given price (often, but not always, a price that is fixed) at a

  future date (or during a longer period ending on a future date). An option giving the right

  to buy an asset is referred to as a ‘call’ option and one giving the right to sell as a ‘put’

  option. An option is referred to as a ‘bought’ or ‘purchased’ option from the perspective

  of the party with the right to buy or sell (the ‘holder’) and as a ‘written’ option from the

  perspective of the party with the potential obligation to buy or sell. An option is referred

  to as ‘in the money’ when it would be in the holder’s interest to exercise it and as ‘out

  of the money’ when it would not be in the holder’s interest to exercise it.

  Under IFRS 9 an option is:

  • ‘deeply in the money’ when it is so far in the money that it is highly unlikely to go

  out of the money before expiry; [IFRS 9.B3.2.5(d)] and

  • ‘deeply out of the money’ when it is so far out of the money that it is highly unlikely

  to become in the money before expiry. [IFRS 9.B3.2.4(c)].

  IFRS 9 does not elaborate on what it means by ‘highly unlikely’ in this context, although

  the Implementation Guidance to IAS 39 clarified that ‘highly probable’ (in the context

  of a ‘highly probable forecast transaction’ subject to a hedge) indicates a much greater

  likelihood of happening than the term ‘more likely than not’. [IAS 39.F.3.7].

  Financial

  instruments:

  Derecognition

  3917

  Option contracts that are within the scope of IFRS 9 (see Chapter 42 at 2) are recognised

  as assets or liabilities when the holder or writer becomes a party to the contract.

  [IFRS 9.B3.1.2(d)].

  4.2.1

  Deeply in the money put and call options

  If a transferred financial asset can be called back by the transferor, and the call option

  is deeply in the money, the transfer does not qualify for derecognition because the

  transferor has retained substantially all the risks and rewards of ownership (Figure 48.1,

  Box 7, Yes).

  Similarly, if the financial asset can be put back by the transferee, and the put option is

  deeply in the money, the transfer does not qualify for derecognition because the

  transferor has retained substantially all the risks and rewards of ownership,

  [IFRS 9.B3.2.16(f)], (Figure 48.1, Box 7, Yes).

  The accounting treatment for such transactions would be similar to that for ‘repos’ as

  set out in Example 48.9 at 5.2 below.

  If a transferred asset continues to be recognised because of a transferor’s call option or

  transferee’s put option, but the option subsequently lapses unexercised, the asset and

  any associated liability would then be derecognised.

  4.2.2

  Deeply out of the money put and call options

  A financial asset that is transferred subject only to a transferee’s deeply out of the money

  put option, or a transferor’s deeply out of the money call option, is derecognised. This

  is because the transferor has transferred substantially all the risks and rewards of

  ownership, [IFRS 9.B3.2.16(g)], (Figure 48.1, Box 6, Yes).

  4.2.3

  Options that are neither deeply out of the money nor deeply in the

  money

  Where a financial asset is transferred subject to an option (whether a transferor’s call

  option or a transferee’s put option) that is neither deeply in the money nor deeply out

  of the money, the result is that the entity neither transfers nor retains substantially all

  the risks and rewards associated with the asset, [IFRS 9.B3.2.16], (Figure 48.1, Box 7, No). It

  is therefore necessary to determine whether or not the transferor has retained control

  of the asset under the criteria summarised in 3.9 above.

  If a transferred asset continues to be recognised because of a transferor’s call option or

  transferee’s put option, but the option subsequently lapses unexercised, the asset and

  any associated liability would then be derecognised.

  4.2.3.A

  Assets readily obtainable in the market

  If the transferor has a call option over a transferred financial asset that is readily

  obtainable in the market, IFRS 9 considers that control of the asset has passed to the

  transferee (Figure 48.1, Box 8, No – see 3.9 above). [IFRS 9.B3.2.16(h)]. This would

  presumably also be the conclusion where the transferee has a put option over a

  transferred financial asset that is readily obtainable in the market, although IFRS 9 does

  not specifically address this.

  3918 Chapter 48

  4.2.3.B

  Assets not readily obtainable in the market

  If the transferor has a call option over a transferred financial asset that is not readily

  obtainable in the market, IFRS 9 considers that control of the asset remains with the

  transferor (Figure 48.1, Box 8, Yes – see 3.9 above). Accordingly, derecognition is

  precluded to the extent of the amount of the asset that is subject to the call option.

  [IFRS 9.B3.2.16(h)].

  If the transferee has a put option over a transferred financial asset that is not readily

  obtainable in the market, IFRS 9 requires the transferee’s likely economic behaviour to

  be assessed – in effect to determine whether the option gives the transferee the

  practical ability to sell the transferred asset (see 3.9.1 above).

  If the put option is sufficiently valuable to prevent the transferee from selling the asset,

  the transferor is considered to retain control of the asset and should account for the

  asset to the extent of its continuing involvement, [IFRS 9.B3.2.16(h)], (Figure 48.1, Box 9).

  The accounting treatment required is discussed at 5.3 below.

  If the put option is not sufficiently valuable to prevent the transferee from selling the

  asset, the transferor is considered to have ceded control of the asset, and should

  derecognise it, [IFRS 9.B3.2.16(i)], (Figure 48.1, Box 8, No).

  The requirements above beg two questions. First the question of whether or not a put

  option is sufficiently valuable to prevent the transferee from selling the asset is not a

  matter of objective fact, but rather a function of the transferee’s appetite for risk, its need

  for liquidity and so forth. It is not clear how the transferor can readily assess these factors.

  Second, IFRS 9 is not explicit as to the accounting consequences (if any) of an option

  that was considered at the time of the original transfer to be deeply out of the money

  subsequently becoming neither deeply in the money nor deeply out of the money, or

  even deeply in the money, (or any other of the possible permutations). This is discussed

  further at 4.2.9 below.

  4.2.4

  Option to put or call at fair value

  A transfer of a financial asset subject only to a put or call option with an exercise price

  equal to the fair value of the financial asset at the time of repurchase results in

  derecognition because of the transfer of substantially all the risks and rewards of

  ownership, [IFRS 9.B3.2.16(j)], (Figure 48.1, Box 6, Yes).

  4.2.5

  Net cash-settled opti
ons

  Where a transfer of a financial asset is subject to a put or call option that will be settled

  net in cash, IFRS 9 requires the entity to evaluate the transfer so as to determine whether

  it has retained or transferred substantially all the risks and rewards of ownership.

  [IFRS 9.B3.2.16(k)]. IFRS 9 comments that ‘if the entity has not retained substantially all the

  risks and rewards of ownership of the transferred asset, it determines whether it has

  retained control of the transferred asset’ – a repetition of the basic principles of the

  standard adding no clarification specific to this type of transaction.

  Financial

  instruments:

  Derecognition

  3919

  4.2.6

  Removal of accounts provision

  A ‘removal of accounts provision’ is an unconditional repurchase (i.e. call) option that

  gives an entity the right to reclaim transferred assets subject to some restrictions. Provided

  that such an option results in the entity neither retaining nor transferring substantially all

  the risks and rewards of ownership, IFRS 9 allows derecognition, except to the extent of

  the amount subject to repurchase (assuming that the transferee cannot sell the assets).

  For example, if an entity transfers loan receivables with a carrying amount of €100,000 for

  proceeds of €100,000, subject only to the right to call back any individual loan(s) up to a

  maximum of €10,000, €90,000 of the loans would qualify for derecognition. [IFRS 9.B3.2.16(l)].

  4.2.7

  Clean-up call options

  A ‘clean-up call’ option is an option held by an entity that services transferred assets (and may

  be the transferor of those assets) to purchase remaining transferred assets when the cost of

  servicing the assets exceeds the entity’s participation in their benefits. If such a clean-up call

  results in the entity neither retaining nor transferring substantially all the risks and rewards of

  ownership, and the transferee cannot sell the assets, IFRS 9 precludes derecognition only to

  the extent of the amount of assets subject to the call option. [IFRS 9.B3.2.16(m)].

  4.2.8

  Same (or nearly the same) price put and call options

  IFRS 9 does not specifically address the transfer of an asset subject to both a transferee’s

  option to put, and a transferor’s option to call, the asset at a fixed price rather than at

  fair value (as discussed in 4.2.4 above). Assuming that:

  • both options can be exercised simultaneously; and

  • both the transferor and transferee behave rationally,

  it will clearly be in the interest of either the transferor or the transferee to exercise its

  option, so that the asset will be reacquired by the transferor. This indicates that the

  transferor has retained substantially all the risks and rewards of ownership.

  However, if the two options were exercisable on different dates or at different prices

  the effects of each option would need to be considered carefully.

  4.2.9

  Changes in probability of exercise of options after initial transfer of asset

  As noted at 4.2.3.B above, IFRS 9 is not explicit as to the accounting consequences (if

  any) of an option that was considered at the time of the original transfer to be deeply

  out of the money subsequently becoming neither deeply in the money nor deeply out

  of the money, or even deeply in the money, (or any other of the possible permutations).

  This is explored further in Examples 48.2 to 48.4 below.

  Example 48.2: Financial asset transferred subject only to deeply out of the

  money call option

  On 1 January 2016 an entity transferred a financial asset to a counterparty, subject only to a call option to

  repurchase the asset at any time up to 31 December 2019. At 1 January 2016 the option was considered deeply

  out of the money and the asset was accordingly derecognised (see 4.2.2 above).

  At 31 December 2019 market conditions have changed considerably and the option is now deeply in the

  money. What is the accounting consequence of this change?

  3920 Chapter 48

  There are no accounting consequences since, as noted at 3.8 above, IFRS 9

  paragraph B3.2.6 specifies that an asset previously derecognised because substantially

  all the risks and rewards associated with the asset have been transferred (as would be

  the analysis for an asset transferred subject only to a deeply out of the money call –

  see 4.2.2 above) is not re-recognised in a future period unless it is reacquired. Instead

  the increase in the fair value of the option would be captured in the financial statements

  as a gain under the normal requirement of IFRS 9 to account for derivatives at fair value

  with changes in value reflected in profit or loss (see Chapter 42).

  However, if the market changes were not demonstrably beyond any reasonable expectation

  as at 1 January 2016, there might be an argument (given the definition of a deeply out of the

  money option as an option that is ‘highly unlikely’ to become in the money before expiry –

  see 4.2 above) that the fact that the option is now not merely in the money, but deeply in the

  money, indicates that the original assessment that that option was deeply out of the money

  was in fact an accounting error requiring correction under IAS 8 (see Chapter 3 at 4.6).

  Example 48.3: Financial asset transferred subject only to deeply in the money

  call option

  On 1 January 2016 an entity transferred a financial asset to a counterparty, subject only to a call option to

  repurchase the asset at any time up to 31 December 2019. At 1 January 2016 the option was considered deeply

  in the money and the asset was accordingly not derecognised (see 4.2.1 above).

  At 31 December 2019 market conditions have changed considerably and the option is now deeply out of the

  money. What is the accounting consequence of this change?

  This is the mirror image of the fact pattern in Example 48.2. However, whereas IFRS 9

  makes it clear that an asset previously derecognised is not re-recognised, there is no

  comparable provision that an asset that previously did not qualify for derecognition on

  the origination of a particular transaction may not later be derecognised as a result of a

  subsequent change in the assessed likely impact of the transaction. Because the standard

  does not explain the consequences, it is not clear when the asset is derecognised or

  whether there is any basis for derecognising the asset before the expiry of the option.

  Assuming the asset in Example 48.3 above ìs not derecognised, the fall in the value of

  the option indicates an impairment of the asset which is likely to be required to be

  reflected in the financial statements under the normal requirements of IFRS 9 (see

  Chapter 46 at 5). This would in turn appear to require a corresponding adjustment to

  the liability recognised for the sale proceeds, so as to avoid recognising a net loss in the

  income statement that has not actually been suffered.

  Example 48.4: Financial asset transferred subject to call option neither deeply in

  the money nor deeply out of the money

  On 1 January 2016 an entity transferred a financial asset (an equity share) to a counterparty, subject only to a call

  option to repurchase the asset at any time up to 31 December 2019. At 1 January 2016 the option was considered

  to be neither deeply in the money
nor deeply out of the money. However, the asset was readily marketable and

  freely transferable by the transferor and was accordingly derecognised because the entity, while neither

  transferring nor retaining substantially all the risks and rewards of the asset, no longer controls it (see 4.2.3 above).

  At 31 December 2019 the financial asset that was the subject of the transfer ceases to be listed and is therefore

  not readily marketable. Had this been the case at the time of the original transfer, the entity would have been

  regarded as retaining control of the asset, which would not have been derecognised (see 4.2.3.B above). What

  is the accounting consequence of this change?

  Financial

  instruments:

  Derecognition

  3921

  Again, matters are not entirely clear. The rule in paragraph B3.2.6 of IFRS 9 that a

  previously derecognised asset should not be re-recognised (other than on reacquisition

  of the asset) applies, as drafted, only where derecognition results from a transfer of

  substantially all the risks and rewards associated with the asset. In this case,

  derecognition has resulted from a loss of control over, not a transfer of substantially all

  the risks and rewards associated with, the asset. There is therefore some ambiguity as

  to whether B3.2.6 is to be read:

  • generally as prohibiting any re-recognition of a derecognised asset; or

  • specifically as referring only to circumstances where derecognition results from

  transfer of substantially all the risks and rewards (i.e. it applies only to ‘Box 6, Yes’

  transactions, and not to ‘Box 8, No’ transactions).

  Again, however, we take the view that the original decision to derecognise the asset

  should not be revisited, unless (in exceptional circumstances) the original assessment

  was an accounting error within the scope of IAS 8. The fact that the asset was

  transferred on terms that the transferee could freely dispose of it means that the

  transferor did indeed lose control.

  4.3

  Subordinated retained interests and credit guarantees

  Where a financial asset is transferred, an entity may provide the transferee with credit

  enhancement by subordinating some or all of its interest retained in the transferred

  asset. Alternatively, an entity may provide the transferee with credit enhancement in

  the form of a credit guarantee that could be unlimited or limited to a specified amount.

 

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