Amendments to HKFRS 15 – Clarifications to HKFRS 15 Revenue from Contracts with Customers Newsletter – Issue No. 02/2016 MAIN FEATURES The amendments are issued with the aim to: clarify when a promised good or service is separately identifiable from other promises in a contract (i.e. distinct within the context of the contract); clarify how to apply the principal versus agent application; clarify for a licence of intellectual property (“IP”) when an entity’s activities significantly affect the IP to which the customer has rights; clarify the scope of exception for sale-based and usage-based royalties related to licences of IP; and add two practical expedients to the transition requirements of HKFRS 15. The amendments are to be applied retrospectively. Effective for annual periods beginning on or after 1 January 2018, with earlier application permitted. Background After the issuance of International Financial Reporting Standard (“IFRS”) 15 Revenue from Contracts with Customers in May 2014, the International Accounting Standards Board (“IASB”) and Financial Accounting Standards Board (the national standard-setter of The United States of America) jointly formed a Transitional Resources Group for Revenue Recognition (“TRG”) to provide support on the implementation of IFRS 15. TRG has received queries from stakeholders in relation to certain topics on implementation of IFRS 15, including: i) ii) iii) iv) v) 1 Identification of performance obligations; Principal versus agent considerations; Licensing; Scope of the exception for sales-based and usage-based royalties; and Practical expedients to the transition requirements of IFRS 15. SHINEWING (HK) CPA Limited - Newsletter July 2016 In order to tackle these issues, IASB has issued the amendments to IFRS 15 to clarify those implementation issues in April 2016. Subsequently in June 2016, the Hong Kong Institute of Certified Public Accountants also issued the same amendments, Amendments to Hong Kong Financial Reporting Standard (“HKFRS”) 15 – Clarifications to HKFRS 15 Revenue from Contracts with Customers, so as to maintain the convergence with IFRSs. What are the major content of the amendments? The following summarised the major amendments in Amendments to HKFRS 15: Identification ofof performance obligations Identification performance obligations The Theamendments amendments clarified good or or service is separately identifiable from from other clarified when whena apromised promised good service is separately identifiable promises in a contract (i.e. the (i.e. promise to transfertothe good orthe service distinct theiscontext of the the other promises in a contract the promise transfer goodisor service distinct contract), which is part which of an isentity’s whether aofpromised or service context of the contract), part ofassessment an entity’s of assessment whether good a promised goodisora service is a performance performance obligation. obligation. InInassessing assessing whether whether ananentity’s promises to transfer goodsgoods or services to the customer are separately entity’s promises to transfer or services to the customer are separately identifiable, theisobjective is to determine whether the nature within of the the promise, identifiable, the objective to determine whether the nature of the promise, contextwithin of the the context contract, is to transfer of those goods or services individually instead, contract, is of to the transfer each of those goodseach or services individually or, instead, to transfer or, a combined toitem transfer a combined item or items to which the promised or items to which the promised goods or services are inputs.goods or services are inputs. The Theamendments amendments provide provide three three indicators indicators (including (including level level of of integration, integration, modification modification or or customisation, among promises to transfer goods or services) in paragraph customisation, or or interdependence interdependence among promises to transfer goods or services) in paragraph 29 of 29HKFRS of HKFRS 15 for clarifying or more promises to transfer or services to a customer 15 for clarifying twotwo or more promises to transfer goodsgoods or services to a customer are not are not separately identifiable. separately identifiable. 2 SHINEWING (HK) CPA Limited - Newsletter July 2016 Principal versus agent considerations Principal versus agent considerations The Theamendments amendments clarified apply the the principal versusversus agent agent application guidanceguidance to determine clarifiedhow howto to apply principal application to whether the nature ofthe an nature entity’s of promise is to provide promised good or promised service itself (i.e.orthe entity determine whether an entity’s promise is to provide good service is a principal) or to is arrange for goods orarrange services for to be provided by another party (i.e. theby entity is an itself (i.e. the entity a principal) or to goods or services to be provided another party (i.e. the entity is an agent). agent). Paragraph Paragraph B34A B34A of of HKFRS HKFRS 15 15 is is newly newly added clarify thatthat to determine the nature its promise, addedto to clarify to determine the of nature of its the entity should: promise, the entity should: thethe specified goods or services to be provided to the customer; and (a)(a) identify identify specified goods or services to be provided to the customer; and (b)(b) assess assess whether it controls specified or service before that is whether it controls eacheach specified good good or service before that good or good serviceorisservice transferred to the customer. totransferred the customer. entity a principal if itif controls thethe specified AnAn entityis is a principal it controls specifiedgood goodororservice servicebefore beforethat that good good or or service service is is transferred whileananentity entity agent it does control the specified good or transferredto to aa customer customer while is is anan agent if itifdoes not not control the specified good or service service provided by another party that goodisor service istotransferred to the customer. provided by another party before thatbefore good or service transferred the customer. AnAnentity entityshould should determine determine whether it is a principal or an for each specified good or service whether it is a principal or agent an agent for each specified good or service promised to the customer. If awith contract withincludes a customer more than one promised to the customer. If a contract a customer more includes than one specified good or specified good or service, entity could be aspecified principalgoods for some specified services service, an entity could be an a principal for some or services and goods an agentorfor others.and an agent for others. The Theamendments amendments provide provides further further indicators B37 of of HKFRS when an indicatorsininparagraph paragraph B37 HKFRS1515forforclarifying clarifying when controls thethe specified goodgood or service beforebefore it is transferred to the customer. anentity entity controls specified or service it is transferred to the customer. Licensing Licensing The The amendments clarified anan entity’s activities significantly affectaffect the intellectual property amendments clarified when whendodo entity’s activities significantly the intellectual property tothe which the customers one of the three criteria that be (“IP”) to(“IP”) which customers has rights.has Thisrights. is one This of theis three criteria that must be met to must recognise met to recognise revenue a licence revenue for a licence of IPfor over time. of IP over time. Paragraph ParagraphB59A B59Aof of HKFRS HKFRS15 15isisnewly newly added added totoclarify an an entity’s activities significantly affect clarifythat that entity’s activities significantly the IP to IP which the customer has rights either: affect the to which the customer haswhen rights when either: activities are are expected to significantly changechange the formthe or form functionality of the IP; of or the IP; or (a)(a) those those activities expected to significantly or functionality (b)(b) the the ability customer to obtain benefit from the IP is substantially derived from, or ability of of thethe customer to obtain benefit from the IP is substantially derived from, or dependent dependent upon, those activities. upon, those activities. 3 SHINEWING (HK) CPA Limited - Newsletter July 2016 Scope of the exception for sales-based and usage-based royalties royalties Scope of the exception for sales-based and usage-based The The amendments clarified clarified the exception for for sales-based and usage-based royalties related amendments thescope scopeofofthe the exception sales-based and usage-based royalties related to licences of IPthere when other goods promised goodsinorthe services in the contract. to licences of IP when arethere other are promised or services contract. Paragraph ParagraphB63 B63ofof HKFRS 15 requires entity should recogniserevenue revenuefor foraasales-based sales-based or or HKFRS 15 requires thatthat an an entity should recognise usage-based royalty royalty promised promised ininexchange forfor a licence of intellectual property when (or of as)the the usage-based exchange a licence of IP only when (oronly as) the later following events occurs: later of the following events occurs: (a)(a) the the subsequent or usage occurs; subsequent sale sale or usage occurs; and and (b)(b) the the performance obligation to which some allsales-based of the sales-based or usage-based performance obligation to which some or all oforthe or usage-based royalty has been royalty has been allocated has been satisfied (or partially satisfied). allocated has been satisfied (or partially satisfied). Paragraphs ParagraphsB63A B63Aand and B63B B63Bof ofHKFRS HKFRS15 15are arenewly newly added added totoclarify when a royalty relates only clarifythat that when a royalty relates to atolicence of IPof or IP when a licence of IP is the predominant items to which the royalty relates, revenue only a licence or when a licence of IP is the predominant items to which the royalty relates, from a sales-based or usage-based royalty wholly shouldinbe recognised in from arevenue sales-based or usage-based royalty should be recognised accordance withwholly paragraph accordance paragraphonB63. If not, the requirements variable consideration in B63. If not,with the requirements variable consideration in paragraphson 50-59 of HKFRS 15 apply to the paragraphs of HKFRSroyalty. 15 apply to the sales-based or usage-based royalty. sales-based50-59 or usage-based 4 SHINEWING (HK) CPA Limited - Newsletter July 2016 Practical expedients to the requirements of HKFRS 15 Practical expedients totransition the transition requirements of HKFRS 15 The Theamendments amendments added expedients to the requirements of HKFRS 15 for:15 for: addedtwo twopractical practical expedients to transition the transition requirements of HKFRS contracts underunder the full transition approach; and (a)(a) completed completed contracts theretrospective full retrospective transition approach; and (b) contract modifications at transition. (b) contract modifications at transition. Paragraph Paragraph C5(a) C5(a)ofofHKFRS HKFRS explicitly statedthat thatwhen whenapplying applying HKFRS HKFRS1515retrospectively, retrospectively, an an 1515 explicitly stated entity contractthat thatareare completed contracts at beginning the beginning the earliest entityneed need not not restate restate contract completed contracts at the of theofearliest period period presented. presented. Paragraph C5(c) of HKFRS 15 is newly added to allow entities exempted from retrospective restating Paragraph C5(c) of HKFRS 15 is newly added to allow entities exempted from retrospective the contracts that werethat modified before thebefore beginning of the earliest period presented contract restating the contracts were modified the beginning of the earliest periodfor presented modification in accordance paragraphs and 21 of HKFRS 15.of Instead, should reflect for contract modification in with accordance with20paragraphs 20 and 21 HKFRSan 15.entity Instead, an entity the aggregate effect of all of effect the modifications occur beforethat the occur beginning of the the earliest period should reflect the aggregate of all of thethat modifications before beginning of the earliestwhen: period presented when: presented (i)(i) identifying unsatisfiedperformance performance obligations; identifyingthe thesatisfied satisfied and and unsatisfied obligations; (ii) determining the transaction price; and (ii) determining the transaction price; and (iii) allocating the transaction price to the satisfied and unsatisfied performance obligation. (iii) allocating the transaction price to the satisfied and unsatisfied performance obligation. Paragraph Paragraph C3(b) C3(b) of to apply HKFRS 15 retrospectively with thewith cumulative of HKFRS HKFRS 15 15allows allowsentities entities to apply HKFRS 15 retrospectively the effect of initial of HKFRS of 15 HKFRS to be recognised at the date at of the initial application cumulative effectapplication of initial application 15 to be recognised date of initial in application accordance with C7 and15. C8C7 of of HKFRS 15. 15 C7 is ofrevised HKFRSto 15allow is revised to to accordanceinwith paragraphs C7 paragraphs and C8 of HKFRS HKFRS entities allow entities to HKFRS choose 15 to retrospectively apply HKFRS only 15 retrospectively to contracts are not choose to apply to contracts thatonly are not completed that contracts at the completed contracts at the date of initial application. date of initial application. Paragraph ParagraphC7A C7AofofHKFRS HKFRS is newly addedtotoallow allowentities entitieswhich which apply apply HKFRS HKFRS15 15retrospectively retrospectively 1515 is newly added accordance with C3(b) of HKFRS 15 to expedient stated in stated paragraph ininaccordance withparagraph paragraph C3(b) of HKFRS 15use to the usepractical the practical expedient in paragraph C5(c) of15, HKFRS C5(c) of HKFRS either:15, either: (a)(a) forfor contract modification before the beginning of the period earliestpresented; period or allall contract modification that that occuroccur before the beginning of the earliest (b) forpresented; all contractormodification that occur before the date of initial application. (b) for all contract modification that occur before the date of initial application. If an entity uses this practical expedient, the expedient should be applied consistently to all contracts. If an entity uses this practical expedient, the expedient should be applied consistently to all contracts. The objective of these amendments is to clarify the standard setter’s intention when developing the requirements in HKFRS 15 but not to change the underlying principles of HKFRS 15. 5 SHINEWING (HK) CPA Limited - Newsletter July 2016 When will these amendments become effective? The Amendments to HKFRS 15 will become effective for financial statements with annual periods beginning on or after 1 January 2018. Earlier application is permitted. If an entity applies these amendments for an earlier period, it should disclose that fact. 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