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Chapter 16 Complex Financial Instruments
Prepared by: Dragan Stojanovic, CA Rotman School of Management, University of Toronto
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Complex Financial Instruments
Derivatives Understanding derivatives: managing risk Recognition and measurement Derivatives involving the entity’s own shares Debt versus Equity – Issuer Perspective Understanding the economics of complex financial instruments Presentation Measurement Interest, dividends, gains, and losses Share-Based Compensation Types of plans Special issues Disclosure of compensation plans IFRS and Private Enterprise GAAP Comparison Comparison of IFRS and private enterprise GAAP Looking ahead
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Complex Financial Instruments
Derivatives Understanding derivatives: managing risk Recognition and measurement Derivatives involving the entity’s own shares Debt versus Equity – Issuer Perspective Understanding the economics of complex financial instruments Presentation Measurement Interest, dividends, gains, and losses Share-Based Compensation Types of plans Special issues Disclosure of compensation plans IFRS and Private Enterprise GAAP Comparison Comparison of IFRS and private enterprise GAAP Looking ahead
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Financial Instruments
Financial instruments: contracts that create both a financial asset for one party and a financial liability or equity instrument for the other party Financial instruments can be primary or derivative Primary financial instruments: include most basic financial assets and financial liabilities, such as receivables and payables, and equity instruments, such as shares
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Derivative Instruments
Derivatives are financial instruments that create rights and obligations, that transfer financial risk from one party to the another party Derivatives have the following characteristics: Their value changes in response to the underlying instrument (the “underlying”) 2. They require little or no initial investment They are settled at a future date
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Derivatives Derivative instruments include: Forwards Futures Options
Example: Stock Options The stock is the “underlying” If the share price goes up, the option is worth more; If the share price goes down, the option may become worthless
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Financial Risks Defined
Derivatives are used to manage financial risks: Credit Risk Risk to one party that the other party will fail to meet an obligation Liquidity Risk Risk of not being able to meet own financial obligation Market Risk Risk that fair value or future cash flows of a financial instrument will fluctuate due to changes in market price (includes currency risk, interest rate risk, and other price risk)
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Derivatives Used by Producers and Consumers
Lock in future revenues or costs Speculators and Arbitrageurs Generate cash profit from trading Maintain market liquidity Additional motivations to use derivatives Manage interest rate volatility Manage foreign exchange rate volatility
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Recognition and Measurement of Derivatives
Basic principles of accounting for derivatives: Financial instruments (including financial derivatives) and certain non-financial derivatives that meet definitions of assets or liabilities should be reported in financial statements when entity becomes party to the contract Derivatives should be reported at fair value (most relevant) Gains and losses should be recorded through net income Special accounting is used for items that have been designated as being part of a hedging relationship
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Non-financial Derivatives
Example of non-financial derivatives: contract to buy steel at a specified date for a specified price Are purchase commitments “derivatives”? Value changes with value of the underlying No investment up front Settled in future
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Accounting for purchase commitments
Under ASPE / PE GAAP: Not accounted for as derivatives because difficult to measure Recognized when goods received Under IFRS Not accounted for as derivatives, and recognized when goods received if: There are no net settlement features (can settle for cash or other assets instead of taking delivery) There are net settlement features, but company intends to take delivery and therefore designates contracts “expected use”
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Derivative Instruments
Options Call Option Holder has the right, but not the obligation, to purchase the “underlying” at a preset (strike or exercise) price Put Option Holder has the right, but not the obligation, to sell the “underlying” at a preset price
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A Framework for Options
Call – right to buy Put – right to sell Written Sell option for $: Transfer rights to buy shares/underlying Transfer right to sell shares/underlying Purchased Pay $ for option: Obtain right to buy shares/underlying Obtain right to sell shares/underlying
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Derivative Accounting - Example
Given: Call option entered into January 2, 2011 Option expires April 30, 2011 Option to purchase 1,000 shares at $100 per share Share market price on January 2, 2011 is $100 per share Option is purchased for $400 (Option Premium) Share price on March 31st is $120 per share Option settled in cash on April 1, 2011
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Accounting for Derivatives
Option Price Formula Option Premium = Intrinsic Value + Time Market Price less Strike (Exercise) Price Option Value Less Intrinsic Value Option Premium = ($100 - $100) + ($400 - $0) Journal Entries
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Accounting for Derivatives
January 2 (acquisition date) Derivatives – Financial Assets Cash March 31 (to record change in value of option) Derivatives – Financial Assets ,700* Gain ,700 Assume options are trading at $20,100 *(20,100 – 400) April 1 (cash settlement of option) Cash ,000 Loss Derivatives - Trading ,100 Time Value lost through cash settlement before expiry = $20,100 less intrinsic value of $20,000
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Forwards Under a forward contract, parties each commit upfront to do something in the future (obligation) Example: Assume on January 2, 2011, Abalone Inc. agrees to buy $1,000 in U.S. currency for $1,150 in Canadian currency in 30 days from Bond Bank Abalone has the right to any increases in value of the underlying (U.S. dollars), and an obligation exists to pay a fixed amount of $1,150 by a specified date This forward contract transfers the currency risk inherent in the Canada-U.S. exchange rate
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Forwards The value of the forward contract will vary depending on interest rates as well as on the spot prices (the current value) and forward prices (future value) for the U.S. dollar If the U.S. dollar appreciates in value, in general, this particular contract will have value to Abalone The forward is remeasured at fair value For example, if the fair value of the contract is $50, on January 5, 2011, the journal entry is: Derivatives – Financial Assets/Liabilities 50 Gain
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Complex Financial Instruments
Derivatives Understanding derivatives: managing risk Recognition and measurement Derivatives involving the entity’s own shares Debt versus Equity – Issuer Perspective Understanding the economics of complex financial instruments Presentation Measurement Interest, dividends, gains, and losses Share-Based Compensation Types of plans Special issues Disclosure of compensation plans IFRS and Private Enterprise GAAP Comparison Comparison of IFRS and private enterprise GAAP Looking ahead
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Debt, Equity or Both? Hybrid/combined instruments:
Have characteristics of both debt and equity (e.g. convertible debt) Are they debt, equity, or a bit of both? To determine appropriate presentation, must consider: Contractual terms Economic substance Definitions of financial statement elements
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Definitions Revisited
Financial liability is any liability that is a contractual obligation to do either of the following: 1. Deliver cash or another financial asset to another party, or 2. Exchange financial instruments with another party under conditions that are potentially unfavourable IFRS explicitly includes instruments settled using variable number of shares as financial liabilities
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Definitions Revisited
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities IFRS provides additional guidance when instruments are settled through own shares Treated as equity only if settled by exchanging fixed number of own equity instrument for fixed amount of cash or other assets
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Measurement Issues Hybrid/Combined instruments:
Economic value stems from both the debt component and the equity component Two measurement tools: Residual value method (or incremental method) Relative fair value method (or proportional method) IFRS requires the use of residual method (with debt valued first) PE GAAP allows equity component to be valued at zero, or the use of residual method (with component that is easier to measure being valued first)
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Convertible Debt Bonds that are convertible to other forms of securities (e.g. common shares) during a specified period of time Combines the benefits of a bond (interest payments, principal repayment) with the privilege of exchanging the bond for shares at the bondholder’s option Once the bond is converted, all interest and principal no longer payable
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Convertible Debt Issued for two main reasons
Corporation can raise equity capital without giving up unnecessary ownership control It can also achieve equity financing at a lower cost Conversion feature allows the corporation to offer the bond issue at a lower coupon Conversion feature provides investor with an opportunity to own equity - generally results in the investor accepting a lower coupon rate than with non-convertible debt
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Convertible Debt – Accounting Issues
The reporting of convertible debt and the conversion feature result in three issues: Reporting at the time of issuance Reporting at the time of conversion Reporting at the time of retirement
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Convertible Debt — Example
Given: 3 year, $1,000,000 par value, 6% convertible bonds Similar bonds (without conversion feature) have a 9% interest rate Each $1,000 bond convertible to 250 common shares (current market price of $3) What portion of the proceeds are allocated to Bond Liability, and what portion to equity?
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Convertible Debt — Example
Total proceeds at par = $ 1,000,000 Fair value of the liability without the conversion option (PV at 9%) = $ ,061 Incremental value of option $ 75,939 Journal entry at issuance: Cash 1,000,000 Bonds Payable 924,061 Contributed Surplus – Conversion Rights 75,939
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Convertible Debt — Example
Conversion before maturity - assume that the unamortized portion is $14,058 therefore, book value of Bonds Payable is 1,000,000 – 14,058 = 985,942 The entry to record the conversion would be as follows: Bonds Payable ,942 Contributed Surplus - Conversion Rights 75,939 Common Shares 1,061,881
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Induced Conversion When the corporation wants to entice or induce the bondholders to convert their bonds into shares Additional consideration – the “sweetener” – offered to the bondholders to convert (cash, common shares, etc.) The inducement is allocated between the debt and equity components using a method consistent with how instrument was first recorded (e.g. incremental method)
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Convertible Debt — Example
Assume Bond Corp. offers an additional cash premium of $15,000, when carrying amount of the debt is $972,476 and bond’s fair value at date of conversion is $981,462 $981,462 - $972,476 = $8,986 (debt retirement cost) Bonds Payable ,476 Expense – Debt Retirement ,986 Contributed Surplus – Conversion Rights 75,939* Retained Earnings (15,000 – 8,986) ,014 Common Shares 1,048,415 Cash ,000 * Calculated previously using Incremental Method
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Reporting at the Time of Retirement
Treated the same as debt retirement from Chapter 14 for non-convertible bonds Clear any outstanding premiums, discounts, bond issue costs, interest accrued to bondholders The conversion rights account must be reallocated Equity components remains in Contributed Surplus
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Convertible Debt — Example
Assume that Bond Corp. decides to retire the convertible debt early and offers the bondholders $1,070,000 cash Bonds Payable ,476 Expense – Debt Retirement ,986 Contributed Surplus – Conversion Rights 75,939 Retained Earnings ,599 Cash ,070,000
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Interest, Dividends, Gains/Losses
The related interest, dividends, gains, and losses must be consistently treated as the financial instrument they relate to Example: term preferred share presented as a liability related dividends would be recorded as interest expense (or dividend expense) and charged to the income statement (instead of Retained Earnings)
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Complex Financial Instruments
Derivatives Understanding derivatives: managing risk Recognition and measurement Derivatives involving the entity’s own shares Debt versus Equity – Issuer Perspective Understanding the economics of complex financial instruments Presentation Measurement Interest, dividends, gains, and losses Share-Based Compensation Types of plans Special issues Disclosure of compensation plans IFRS and Private Enterprise GAAP Comparison Comparison of IFRS and private enterprise GAAP Looking ahead
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Types of Compensation Plans
Compensatory stock option plans (CSOP) Direct awards of stock Stock appreciation rights plans (SAR) Performance-type plans
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Stock Compensation Plans
A form of stock warrant — a stock option Provides the employee with an opportunity to purchase shares at a given price, within a specified period of time Two accounting issues associated with stock compensation plans Determination of compensation expense Periods of allocation for compensation expense amounts
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Financial institutions
Uses of Stock Options Stock Options Issued by other e.g. Financial institutions Issued by the company Options/ Warrants Other CSOP ESOP Not traded on Exchange since Rights usually not transferable Often exchange traded Not traded on Exchange since must Be employee to hold
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Compensatory vs. Non-Compensatory Plans
Stock Options Compensatory CSOP Non-compensatory ESOP Operating transactions Capital transactions Shareholders’ Equity Income Statement
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Compensatory vs. Non-Compensatory Plans
Factors to determine if a plan is compensatory Option terms Non-standard terms implies compensatory Discount from market price Implies compensatory Eligibility If available to only a certain group of employees (i.e. management)
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Non-Compensatory - Example
Fanco Limited set up an ESOP that gives employees the option to purchase shares for $10 per share On January 1, 2011, employees purchase 6,000 options for $6,000: Cash ,000 Contributed Surplus-Options ,000 If employees exercise all 6,000 options: Cash (6,000 x $10) ,000 Contributed Surplus-Options ,000 Common Shares ,000
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Stock Options - Important Dates
Grant date Options are granted to employee Work start date Vesting Date that can first exercise options Exercise Employee exercises Expiration Unexercised expire
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Options: Allocating Compensation Expense
is determined as of the measurement date Compensation Expense and is allocated over the service period The service period is the period benefited by employee’s service It is usually the period between the grant date and the vesting date
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Compensation Expense - Example
On January 1, 2012, Chen Corp grants five executives the options to purchase 2,000 shares each The option price per share is $60, and the market price is $70 per share when options are granted The fair value, determined by an option pricing model, results in compensation expense of $220,000 Assuming expected period of service is two years, journal entries at year end for 2012 and 2013: Compensation Expense 110,000 Contributed Surplus – Stock Options ,000 ($220,000 / 2)
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Compensation Expense - Example
If 20% or 2,000 of the 10,000 options were exercised on June 1, 2015, journal entry is: Cash (2,000 x $60) ,000 Contributed Surplus–Stock Options (20% x $220,000) ,000 Common Shares ,000 If the remaining stock options are not exercised before their expiration date, journal entry is: Contributed Surplus–Stock Options 176,000 Contributed Surplus-Expired Options ,000 (80% x $220,000)
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Direct Stock Awards Non-monetary reciprocal transaction
Little or no cash involved Two-way transaction the company gives something up (shares) and gets the employee’s services in return Recorded at fair value of the shares
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Compensation Plan Disclosure
Following is fully disclosed Accounting policy used Description of the plans and modifications Details of number and values of options issued, exercised, forfeited, and expired Description of assumptions and methods used to determine fair values Total compensation cost included in net income/contributed surplus, and Other
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Complex Financial Instruments
Derivatives Understanding derivatives: managing risk Recognition and measurement Derivatives involving the entity’s own shares Debt versus Equity – Issuer Perspective Understanding the economics of complex financial instruments Presentation Measurement Interest, dividends, gains, and losses Share-Based Compensation Types of plans Special issues Disclosure of compensation plans IFRS and Private Enterprise GAAP Comparison Comparison of IFRS and private enterprise GAAP Looking ahead
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Looking Ahead There are a number of IASB projects that are expected to simplify and promote consistent application of accounting standards for financial instruments
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