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IFRS 2 - Share-based payments

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1 IFRS 2 - Share-based payments

2 Executive summary SBP:
The accounting for SBP is fairly well converged at this point. While there are a number of detailed differences discussed below, the basics of accounting for SBP are the same under both IFRS and US GAAP. In the case of graded vesting, IFRS must recognize compensation expense by measuring each tranche separately. Under US GAAP, companies have the choice between this accelerated approach or the straight-line approach, which does not separate the tranches.

3 Progress on convergence
SBP: No further convergence planned at this time.

4 SBP Scope US GAAP IFRS Guidance applies to transactions with employees and non-employees and the accounting is applicable to all companies. Similar Guidance applies to transactions whereby an entity: (1) acquires goods or services in exchange for issuing shares or share options or other equity instruments, or (2) incurs liabilities that are based, at least in part, on the price of its shares or that may require settlement in its shares. Similar

5 SBP Stock compensation: measurement
US GAAP IFRS Requires a fair-value-based approach in accounting for share-based payment arrangements. The fair value of the shares to be measured is based on market price, if available, or is estimated using an option-pricing model. The intrinsic value can be used if the market value cannot be determined. Similar

6 SBP Stock compensation: measurement
Entities that grant stock options or SBP, in many cases, decide to make modifications to the vesting terms for a variety of reasons, such as to maintain high employee morale or reward outstanding employees. This is especially true when it is improbable that the vesting conditions will be met and the entity wants to provide compensation to an employee. For this scenario: US GAAP The original grant-date fair value is no longer used to measure compensation cost under any circumstances. Rather, the fair value of the options at the modification date is used to measure the compensation expense. IFRS If an entity modifies stock option vesting terms, then the entity must, at a minimum, recognize the original amount of the expense of the award under its original terms. If the fair value of the award at the modification date is less than the fair value at the grant date, then there is no reduction in cost.

7 SBP Stock compensation: measurement
Entities that grant stock options or SBP, in many cases, decide to make modifications to the vesting terms for a variety of reasons, such as to maintain high employee morale or reward outstanding employees. This is especially true when it is improbable that the vesting conditions will be met and the entity wants to provide compensation to an employee. For this scenario: US GAAP IFRS Modification of terms (continued): However, if the fair value at the modification date is greater than the fair value of the award at the grant date, then the incremental fair value (the difference between the fair value at the original grant date and the fair value at the modification date) must be recognized at cost.

8 Modification of vesting terms that are improbable of achievement example
Example 1 – Bull’s Eye Inc. (BEI) granted 1,000 share options to certain sales employees on January 1, The share options vest at the end of three years (cliff vesting) but are conditional upon selling 150,000 dartboard units over the three-year service period. The grant-date fair value of each option is $ No forfeitures are expected to occur, unless the sales target of 150,000 units is not met. BEI is expensing the cost of the options on a straight-line basis over the three-year period at $5,000 per year (1,000 options x $15 ÷ 3 = $5,000). On January 1, 2009, BEI’s management believes the original sales target of 150,000 units will not be met because only 30,000 dartboard units were sold in 2008, and there has been a general economic business decline. Management modifies the sales target to 100,000 units, which it believes is achievable. No other terms or conditions of the grant are modified. The fair value of each option at January 1, 2009, is $8.00. How should BEI account for the compensation expense under US GAAP and IFRS in 2008, 2009 and 2010? Show the necessary journal entries.

9 Modification of vesting terms that are improbable of achievement example
Example 1 solution: US GAAP: With the modification, there is a remeasurement of the fair value of the grant at the modification date, which leads to a fair value compensation cost of $8,000 (1,000 shares x $8.00 = $8,000) over the vesting period or $2,667 ($8,000 ÷ 3 = $2,667) per year. Since BEI already recognized $5,000 of compensation cost in 2008, the only costs to be recognized in 2009 and 2010 would be $1,500 ($8,000 - $5,000 = $3,000 ÷ 2 = $1,500), for a total recognized compensation cost of $8,000. IFRS: BEI must recognize, at a minimum, the original amount of the expense under the award, even if the modification reduces the fair value of the award. In this example, under IFRS, BEI would continue to recognize the original expense of $15,000 as $5,000 per year for each of the three years.

10 Modification of vesting terms that are improbable of achievement example
Example 1 solution: (continued): US GAAP IFRS 2008 Compensation expense $5,000 Additional paid-in capital $5,000 Compensation expense $5,000 2009 Compensation expense $1,500 Additional paid-in capital $1,500 Compensation expense $5,000 2010 Total expense $8,000 Total expense $15,000

11 SBP Stock compensation: cost allocation
US GAAP IFRS Compensation expense is recognized over the service period. The service period is assumed to be the vesting period, unless specified otherwise. In the case of cliff vesting (the entire award vests at the end of the vesting period), the expense is recognized using a straight-line approach. Similar

12 SBP Stock compensation: allocation
US GAAP In the case of graded vesting (portions of the award vest at different dates throughout the vesting period), for awards containing only service conditions, entities make an accounting policy election to recognize compensation expense either on a straight-line basis (the award is valued as a single award with an average expected life) or on an accelerated basis (each tranche is measured as a separate award with its own expected life). IFRS In the case of graded vesting, companies must recognize compensation expense on an accelerated basis.

13 Graded vesting of stock compensation expense example
On January 2, 2010, ABC’s Board of Directors approved granting 3,000 stock options to a select group of senior employees. The requisite service period is three years, with 33% of the options vesting each calendar year in 2010, 2011 and 2012 (graded vesting). An option-pricing model was used (Black-Scholes-Merton) to calculate fair value, which was determined to be $10 on the grant date. No forfeitures are assumed. How should ABC account for the compensation expense under US GAAP (assuming the straight-line election has been made) and IFRS in 2010, 2011 and 2012? Show the necessary journal entries.

14 Graded vesting of stock compensation expense example
Example 2 solution: US GAAP: ABC would recognize $30,000 of compensation expense calculated as 3,000 shares at $10 each multiplied by a 0% forfeiture rate. The expense each year would be as follows under the straight-line method ($30,000/3 years = $10,000 per year). Year Compensation expense 2010 $10,000 2011 10,000 2012 $30,000

15 Graded vesting of stock compensation expense example
Example 2 solution (continued): IFRS: ABC would recognize the same total expense of $30,000 as under US GAAP. ABC would allocate the expense to three tranches equally since there are three vesting periods. Each tranche is then allocated equally over its vesting period as follows: Note that these amounts have been rounded for presentation purposes. The 2010 tranche is 100% expensed in 2010 since it is wholly vested at the end of year one. The 2011 tranche is 50% expensed in 2010 and 2011 since it vests in two years. The 2012 tranche is 33% expensed in 2010, 2011 and 2012 since it vests in three years. Year Compensation expense 2009 2010 2011 $10,000 $ – - 10,000 5,000 – - 2012 3,333 $30,000 $18,333 $8,333 $3,333

16 Graded vesting of stock compensation expense example
Example 2 solution (continued): US GAAP IFRS 2010 Compensation expense $10,000 Additional paid-in capital $10,000 Compensation expense $18,333 Additional paid-in capital $18,333 2011 Compensation expense $10,000 Additional paid-in capital $10,000 Compensation expense $8,333 Additional paid-in capital $8,333 2012 Compensation expense $3,333 Additional paid-in capital $3,333 Total expense $30,000 Total expense $30,000* * Rounded for presentation purposes.

17 SBP Employee stock purchase plans
US GAAP IFRS Addresses employee share purchase plans, which allow employees to purchase shares of an entity, at a discount, less than market price. Similar

18 SBP Employee stock purchase plans
US GAAP If a plan is deemed to be non-compensatory, no compensation expense is recorded. A plan would be deemed non-compensatory if: The proceeds received by the employer are not less than the proceeds it would receive in an offering of shares through an underwriter (or the discount is consistent with that offered to all shareholders — 5% is generally accepted as the usual discount). Substantially all eligible employees may participate on an equitable basis. The plan does not include option features to allow employees to cancel their participation. IFRS All employee purchase plans are deemed to be compensatory, thus compensation expense is recorded for the amount of the discount.

19 Noncompensatory share purchase plans example
The Delicious Doughnuts Company (DDC) adopted an employee share purchase plan effective January 1, The plan provides all DDC employees who have worked for DDC more than 90 days, the right to purchase DDC common stock ($1 par value per share) at a 5% discount from the market price at the end of each payroll period, based on the average market price of the common stock during the same period. The plan does not allow cancellation of any purchase subsequent to the payroll period. During the first quarter of 2010, 4,500 employees elected to participate in the plan (75% of eligible employees) and purchased 45,000 shares of common stock at an average market price of $50 per share, with an average discount of $2.50 per share. How should DDC account for the compensation expense under US GAAP and IFRS during the first quarter of 2010? Show the necessary journal entries.

20 Noncompensatory share purchase plans example
Example 3 solution: US GAAP: As the plan is deemed non-compensatory, DDC does not record any compensation expense. Common stock: 45,000 shares x $47.50 ($ ) = $2,137,500 Cash $2,137,500 Common stock $ ,000 Additional paid-in capital 2,092,500

21 Noncompensatory share purchase plans example
Example 3 solution (continued) IFRS: All employee purchase plans are deemed compensatory so DDC must record an expense for the amount of the discount for the shares issued, or $112,500 calculated as 45,000 shares x $2.50 discount per share. Common stock: 45,000 shares x $50 per share = $2,250,000 Cash $2,137,500 Compensation expense ,500 Common stock $ ,000 Additional paid-in capital 2,205,000

22 SBP SBP to nonemployees
US GAAP IFRS Share-based awards to non-employees should be measured and recognized using the fair value method. Similar

23 SBP SBP to non-employees
US GAAP The share-based award should be valued at either the fair value of the goods or services received or the fair value of the equity instruments issued, whichever is more reliable. If the fair value of the equity instruments issued is used, then the fair value is measured at the earlier of: (a) The date at which a commitment for performance by the counterparty is reached. (b) The date at which the counterparty’s performance is complete (i.e., goods or services fully received). IFRS The fair value of the transaction should be based on the fair value of the goods or services received and only on the fair value of the equity instruments if the fair value of the goods or services cannot be reliably determined. If using the fair value of the equity instruments, the measurement date is based on a service model approach using the date the entity obtains the goods or as the counterparty renders the services. If the goods or services are received on a number of dates over a period, the fair value at each date should be used. There is no performance commitment concept under IFRS.

24 Measurement basis for non-employees example
Example 4 – On January 15, 2010, the purchasing manager of a large computer manufacturer, Supercomputer (Super), obtained approval from management and the Board of Directors to enter into a contract with a manufacturing software supplier to issue 1,000 shares of Super’s common stock ($1.00 par value per share) for delivery of a newly completed software program to be used in Super’s manufacturing process. The fair market value of the common stock was $50 per share on January 15, The purchasing manager reached an agreement with the vendor on January 31, 2009, and a contract was signed that day. The fair market value of the common stock was $52 per share on January 31, The vendor agreed to deliver the completed software on February 28, 2010. The vendor has sold similar software to other manufacturers, sometimes for common stock and sometimes for cash, usually at a negotiated amount. The vendor believes the selling price of the software should be about $75,000, or around that range (which, for this example, is an unreliable estimate). Assuming the software is delivered on February 28, 2010, at which time the fair market value of the common stock was $48 per share, what amount would Super record for this purchase under US GAAP and IFRS? Show the necessary journal entries.

25 Measurement basis for non-employees example
Example 4 solution: US GAAP: Because the purchase price of the vendor’s software can vary, the fair market value of the manufacturing entity’s common stock would seem to be a better indicator of the value. Under US GAAP, according to ASC , the earlier of either the date at which a commitment for performance is reached or when the performance is complete is used. Therefore, the commitment date is used, which is January 31, 2010 (1,000 shares x $52 = $52,000). Purchased manufacturing software $52,000 Par value — common stock $ 1,000 Additional paid-in capital ,000

26 Measurement basis for non-employees example
Example 4 solution (continued): IFRS: The fair market value of the goods or services or the fair market value of the common stock is also used to determine fair value, whichever is more reliable. Again, in this situation, the fair market value of the common stock would appear to be a better measure of fair value. However, under IFRS, the transaction is recorded when the entity obtains the software, which is February 28, 2010, and the fair value of the software at that time is determined to be $48,000 (1,000 shares x $48 = $48,000). Purchased manufacturing software $48,000 Par value – common stock $ 1,000 Additional paid-in capital ,000 If the vendor’s estimate was reliable and thus the measure of fair value, the basis of the software would be $75,000 and Super would prepare the following journal entry using either US GAAP or IFRS: Purchased manufacturing software $75,000 Additional paid-in capital ,000

27 Presentation and disclosure SBP
US GAAP IFRS Has extensive disclosure requirements related to share compensation plans, including measurement and recognition criteria. The pronouncements contain basic requirements to disclose the: Type and scope of arrangements existing during the period. Description of the agreements (settlement methods, vesting conditions, etc.). Number and average exercise price of share options by category, including: Options outstanding at the beginning of the period. Options outstanding at the end of the period. Options granted, vested, exercised and forfeited during the period. Options exercisable at the end of period. Similar, although the pronouncements are less detailed than those under US GAAP.

28 Presentation and disclosure SBP
US GAAP IFRS Basic requirements (continued): Average share price of exercised options. Range of exercise prices and remaining contractual life of options outstanding at the balance sheet date. Method of calculating the fair value of the transactions. Valuation methods (model and input values, etc.) and their impact on the statement of income and the financial position of SBP transactions (expense and carrying amount of debts, etc.). Similar, although the pronouncements are less detailed than those under US GAAP.

29 Presentation and disclosure SBP
US GAAP Although the disclosures are similar, US GAAP has more detailed and specific disclosures. IFRS Has less detailed and less specific disclosures.


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