1 IFRS for Shipping | Accounting for owned vessels by shipping companies
IFRS for Shipping
Accounting for owned vessels by shipping companies
April 2011
Global Shipping & Ports Group 2 IFRS for Shipping | Accounting for owned vessels by shipping companies
Deloitte Accounting for owned vessels by shipping companies
Contents Page Forward 3 1. Introduction and Objective 4 2. Accounting Guidance 5 2.1 Vessel orders and options 5 2.2 Pre-delivery instalments ("PDIs") 6 2.3 Treatment of borrowing costs on PDIs 8 2.4 Elements of the price calculation for a new vessel 9 2.5 Cost allocation and componentisation 10 2.6 Useful life, depreciation basis and residual value 11 2.7 Subsequent maintenance costs 13 2.8 Impairment 14 2.9 Assets held for disposal 16 2.10 Acquisition of vessels in the secondary market 17 3. Practical Examples 18 4. Differences from US GAAP and UK GAAP 23 5. Deloitte Shipping Team 25
3 IFRS for Shipping | Accounting for owned vessels by shipping companies
Forward
I welcome you to our first of a series of publication focussing on accounting issues for the shipping industry. This continues our focus at Deloitte to find ways to providing in-depth insights to financial accountants working across the shipping industry. Vessel fixed asset accounting is a complex area for all account preparers whether you are working under International Financial Reporting Standards (IFRS) or other generally accepted accounting principles.
This publication in our series seeks to provide details of the accounting principles involved with acquiring vessels. It also seeks to be a practical and pragmatic guide on how all of the complex related accounting rules need to be applied. The manual covers numerous examples, drawing on real life examples of situations and circumstances that we have encountered over recent years under IFRS. We would be interested to hear from you if there are other commonly encountered issues that you believe we should consider in the future.
This publication is based on accounting standards currently on issue and effective under IFRS. There are currently a number of IFRS new standards and exposure drafts which are likely to change the accounting over the coming five years; these are not within the scope of this publication.
I would like to take this opportunity of thanking Dina Karsas and Athena Kartsaklis who as part of our shipping team have contributed significantly to the development of this publication.
So please enjoy and hope you find it useful.
George D. Cambanis Global Shipping & Ports Leader
4 IFRS for Shipping | Accounting for owned vessels by shipping companies
1. Introduction and Objective This publication addresses the accounting for owned vessels through their life cycle from purchase to disposal or scraping. It is primarily intended as a practical source of guidance for the industry. It assumes a competent knowledge of IFRS, and some familiarity with the accounting aspects of vessels.
The shipping industry has made substantial long-term capital investments in new ships. There are significant risks in these investments and the extent to which they are successfully managed has a substantial impact on the long-term profitability of both owners and lessors. As a result it is important to ensure that the exposure of entities to these risks, and their relative success in managing them, is properly reflected in financial statements.
The purchase of vessels is not a simple matter, even when financing is available. Orders have to be placed with the major shipyards well ahead of actual delivery. Significant time is put into negotiating pricing, delivery conditions and on board equipment. As a result it is often difficult to determine how the contract price compares with the deals obtained by others.
During their lives vessels require major maintenance and the replacement of key components. Owners spend substantial time managing these maintenance requirements to ensure the optimal balance of operational efficiency while incurring the lowest possible dry-dock and special survey costs. The extent to which they are effective in doing this will have a substantial impact on their reported results.
Within the ship leasing market there is a significant divergence in the extent to which the lessor bears the risk of the vessel maintenance cost. Given the substantial sums involved, understanding the maintenance costs and the potential exposure of the lessor to them, is key to maximising value from ship leases and ultimately in the profitability of both the lessor and the owner involved.
Many ship owners do not intend to retain their vessels until they are scrapped. Depending on their fleet policies the owners of ships, both lessors and owners, often take substantial risks on the market value of their ships. A number of factors impact the value of an ship in the secondary market: the maintenance status of its key components, vessel prices in the secondary market and currency fluctuations. There are also a number of ways in which exposure to vessel value risk can be managed and mitigated and there is a wide variation in the approaches adopted and their effectiveness.
Accounting for ships is a complex area and we have therefore sought in this publication to provide some practical guidance. The guidance is written from an IFRS perspective. In section 4 we have set out the key differences between the IFRS treatment outlined in this manual and that under US Generally Accepted Accounting Principles (US GAAP) or UK Generally Accepted Accounting Principles (UK GAAP).
When applying the suggested accounting treatments in this manual, the preparer of financial statements must reflect on three issues: - materiality; - ensuring a full understanding of any related legal agreement, including all terms and conditions, of the transaction; and - timing of recognition.
This publication is prepared based on our understanding of International Financial Reporting Standards (IFRSs) effective at the date of publication. The International Accounting Standards Board (IASB) has released a number of new standards and exposure drafts which will most likely change the accounting over the coming five years; these are not within the scope of this manual.
This publication covers topics only in general terms and is intended to give a wide audience an outline understanding of the issues in subject, and therefore cannot be relied on to cover specific situations. Applications of the principles set out herein will depend on the particular circumstances involved and do not form an appropriate substitute for considered specific advice tailored to your circumstances. We recommend that you obtain professional advice before acting or refraining from acting on any of its contents. We would be pleased to advise you on the application of the principles discussed in this publication and other matters tailored to your specific circumstances.
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2. Accounting Guidance
2.1 Vessel orders and options
2.1.1 Background
Purchasers generally place orders for new vessels well ahead of delivery of the vessel itself. These orders are typically for a fixed price and provide a guaranteed slot in the delivery or production queue. These queues can stretch out over a number of years for many vessel types.
These purchase orders often have significant value for several reasons:
The purchaser has obtained volume or other discounts from the shipyard which another shipping company cannot obtain. There is a shortage of available vessels in the secondary market. There is a shortage of available construction slots for the desired delivery dates.
Purchasers often also obtain options for additional vessels when they place orders. These options also guarantee the purchaser a fixed price and delivery slot for these additional vessels. Consequently, the options can have significant value.
2.1.2 Determination of accounting treatment
Orders for vessels are purchase commitments for non-financial assets and the amount payable is required to be disclosed in the financial statements under IFRSs.
Options over vessel are derivatives over non-financial assets and are therefore generally outside of the scope of IAS 39 Financial Instruments: Recognition and Measurement.
2.1.3 Application of accounting treatment
Typically, a purchaser would place an order or option with the shipyard and so there would not be an additional cost to them outside the purchase cost of the vessel itself and any related commissions.
However, if the order or option has been purchased in the secondary market, the amount paid to acquire it should be held on balance sheet and treated as part of the purchase cost of the vessel itself. The purchased order or option would typically be classified as a prepayment and therefore would not qualify to be held at fair value. It would normally be classified as a non-monetary item and therefore not retranslated at each reporting date.
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2. Accounting Guidance
2.2 Pre-delivery instalments (PDIs)
2.2.1 Background
The purpose of pre-delivery instalments (PDIs) is to secure the purchasers place in the delivery timetable for the vessel and to provide part of the finance for the construction of that vessel to the shipyard. They form part of the standard contractual terms of most major shipyards.
Under IFRS, it is necessary to consider what type of asset the PDI represents. Historically industry practice has been to treat PDIs as property, plant and equipment, representing the cost of an asset under construction for the purchaser specifically.
2.2.2 Determination of accounting treatment
There are normally two possible ways of accounting for PDIs, which is accounting as part of the vessel under construction or accounting as a prepayment for a future vessel acquisition. The appropriate accounting treatment is likely to depend on the specific details of the arrangement entered into by the purchaser and shipyard and we have seen both approaches being adopted by shipping companies. However, under the terms of most current vessel delivery contracts with the major shipyards the second of these options is likely to be the most appropriate. This is because it is difficult to see why the item should be classified as a fixed asset when the ship owning entity has no rights of ownership over the vessel at the time the PDI is paid.
1. Accounting as an asset representing the vessel itself which is under construction
In order for an asset to be included within property, plant and equipment, it must meet the definition of property, plant and equipment under IAS 16 Property, Plant and Equipment. Property, plant and equipment are tangible items that:
(a) are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes; and (b) are expected to be used during more than one period. [IAS 16.6]
PDIs may meet the definition of property, plant and equipment if the payments made represent the part payment towards an asset in the course of construction by the shipyard for the purchaser: in other words, if in substance ownership of the underlying asset already rests with the purchaser and it is being constructed by another party on the purchasers behalf.
There is no specific guidance in IFRSs on when it is appropriate to regard a vessel that is being constructed as an asset of the purchaser, rather than an asset of the seller. However, we consider that the principles in IFRIC 15 Agreements for the Construction of Real Estate could be considered relevant on this point. IFRIC 15 provides guidance on when revenue should be recognised by companies engaged in the construction of real estate and we believe its principles are inherently relevant for PDI accounting. Applying this guidance to vessels it would be necessary to consider whether the buyer is able to specify the major elements of the design of the vessel to such a degree that the asset is specific to that customer rather than being a generic product that could be sold to a number of customers.
We do not believe that the terms of many PDI payments would meet these criteria for the ownership of a portion of the underlying asset to have been transferred to the purchaser on payment of the PDI. We note that the financing of PDIs is a continued area of difficulty for the industry, partially due to the fact they do not provide security over the underlying asset in the event of a default by the shipping company. IFRIC 15 is relatively new guidance that does not directly apply to the shipping industry, and therefore we believe that it remains acceptable for the industry to continue to adopt the approach of capitalising PDIs as assets under construction. However this approach may need further consideration in light of ongoing changes in IFRSs in this area.
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2. Accounting Guidance
2.2 Pre-delivery instalments (PDIs)
2. Accounting as a prepayment in respect of the future acquisition of the vessel
As discussed in 1. above, the ownership of the vessel is unlikely to transfer to the purchaser until the point of delivery. If this is the case, then the pre-delivery payments could be recorded as prepayments towards the future purchase of an asset. Because of the inherent difficulties outlined above under the above option 1., it is likely that this accounting treatment is the most appropriate based on the terms of the various PDI arrangements we have seen.
2.2.3 Application of accounting treatment
1. Treatment as an asset representing the vessel itself which is under construction
As the vessel is constructed the cost of the work undertaken should be accrued for by the entity it is being constructed for using appropriate exchange rates as the work is accrued. Alternatively, where the timing of the PDIs materially matches the timing and value of the work undertaken, it may be appropriate simply to capitalise these. However, both these approaches will require a detailed understanding of what work is being done and the value of this. Such information is normally available to parties purchasing vessels via the on site supervision of the construction of the vessel by representatives of the shipping company.
As assets in the course of construction are non-monetary in nature they should not be retranslated at each year end. [IAS 21.23]
No depreciation should be provided on the PDIs until the vessel is ready for use, i.e. until it is delivered. [IAS 16.55]
The payment should be recorded within property, plant and equipment. Where the aggregate amount of PDIs is material they should be shown separately under a heading such as Vessels under construction, or Advances for vessel constructions rather than in one of the other classes of Property, Plant and Equipment. [IAS 16.74b]
2. Treatment as a prepayment in respect of the future acquisition of the vessel
PDIs made in a foreign currency should be recorded on initial recognition in the entitys functional currency, translated from the foreign currency at the actual exchange rate on the date that the payment is made, assuming no hedging is in place. [IAS 21.21]
As prepayments are a non-monetary asset they should not be retranslated at each year end date. [IAS 21.23]
As discussed above, there will often be a significant financing element affecting the amount of such a prepayment. In such cases, even though a prepayment is not a financial asset, we believe it will be appropriate to reflect the implicit financing by unwinding the financing discount over time (if material), using the discount rate implicit in the original transaction.
The amount paid will be recorded as a prepayment within non-current assets. Upon delivery of the vessel the balance should be included as part of the cost of the asset within Property, Plant and Equipment.
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2. Accounting Guidance
2.3 Treatment of borrowing costs on PDIs
2.3.1 Background
From periods beginning on or after 1 J anuary 2009, a revised version of IAS 23 Borrowing Costs has been effective. This revision stipulates that it is mandatory to capitalise borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset. A qualifying asset is one that necessarily takes a substantial period to get ready for its intended use or sale. Other borrowing costs continue to be recognised as an expense. Under the previous standard this approach was one of the allowed alternative treatments for borrowing costs related to a qualifying asset.
2.3.2 Determination of accounting treatment
This accounting treatment can only be applied where the company has a qualifying asset in which to capitalise borrowing costs. This will be the case where the PDI is accounted for as an asset in the course of construction as discussed in section 2.2. Where an entity is accounting for the PDI as a prepayment, this would not be considered a qualifying asset under IAS 23. However, there may be an inherent financing element to the prepayment, and in which case the unwinding of the financing element would cause the underlying prepayment asset to be increased over time, as described in section 2.2.and that would likely have the same effect as the capitalisation of the interest expense.
2.3.3 Application of accounting treatment under the revised IAS 23
The borrowing costs may include:
Interest expense calculated using the effective interest method; Finance charges in respect of finance leases; and Exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs. [IAS23.6]
The capitalisation of borrowing costs should commence when the PDI is made, providing the following criteria are being met:
Expenditure for the asset is being incurred; Borrowing costs are being incurred; and Activities that are necessary to prepare the asset for its intended use or sale are in progress. [IAS 23.17]
Capitalisation should cease when the vessel is substantially complete. [IAS 23.20] Note that if there are prolonged periods of suspension of active development of the vessel, capitalisation of the borrowing costs should be suspended for that period. [IAS 23.21]
To the extent that the purchaser borrows funds specifically for the purpose of obtaining a qualifying asset (i.e. the vessel), the purchaser should determine the amount of borrowing costs eligible for capitalisation. These will be the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of those borrowings. [IAS 23.12]
To the extent that the purchaser borrows funds generally and uses them for the purpose of obtaining a qualifying asset (i.e. PDIs), the purchaser should determine the amount of borrowing costs eligible for capitalisation by applying a capitalisation rate to the expenditures on that asset. The capitalisation rate should be the weighted average of the borrowing costs applicable to the borrowings of the purchaser that are outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset. The amount of borrowing costs that the purchaser capitalises during a period should not exceed the amount of borrowing costs it incurred during that period. [IAS 23.14]
With respect to disclosure, the purchaser should disclose the amount of borrowing costs capitalised in the period and the capitalisation rate used to determine the amount of borrowing costs eligible for capitalisation. [IAS 23.26] 9 IFRS for Shipping | Accounting for owned vessels by shipping companies
2. Accounting Guidance
2.4 Elements of the price calculation for a new vessel
2.4.1 Background
A vessel price is agreed via contractual terms often years in advance. There are generally different arrangements where the vessel is delivered either early or late. Consequently, it is important for the preparer of financial statements to understand the precise terms of the contract.
2.4.2 Determination of accounting treatment
IAS 16 requires the total cost of each asset being acquired to be determined. Once this has been calculated this total value can then be used as the starting point from which to determine individual component values. The determination of component values is set out in section 2.5 below.
2.4.3 Application of this accounting treatment
The total cost of the newly constructed vessel should therefore be determined by aggregating all of the following items where they have been incurred and are material:
The total net cash paid to the shipyard in respect of all items. [IAS 16.6]; Any capitalised borrowing costs or finance charges accrued as a result of making PDIs to the shipyard; Vessel registration and certifications; Seaworthiness certificates; Legal costs and other related professional fees which are directly associated with the purchase of the vessel; Amounts paid to acquire purchase options in respect of the vessel; and Any other costs directly attributable to bringing the vessel to the location and condition necessary for it to be capable of operating in the manner intended by management. For instance, this may include the costs of lubricants and bunkers consumed prior to delivery for example during the sea trials, supervision costs incurred during the construction period.
The net cash paid for the vessel will be the aggregate of the PDIs and the balancing payment made. Where the PDIs are denominated in a foreign currency and as they are non-monetary items (see section 2.2) each of these payments will be held on balance sheet at the historic rate on the date the payment was made. The net cash paid for the vessel will therefore consist of a weighted average blend of the exchange rates prevailing at the date of payments. 10 IFRS for Shipping | Accounting for owned vessels by shipping companies
2. Accounting Guidance
2.5 Cost allocation and componentisation
2.5.1 Background
Vessels may have a number of components which require either replacement or major overhaul at intervals during the vessels operational life cycle. The frequency of the work is usually determined in accordance with the rules and regulations of the vessels classification society on the basis of the time period since the last work was undertaken. Unplanned events can arise when vessel experience technical problems and as a result major overhauls and repairs arise on an unplanned basis.
2.5.2 Determination of accounting treatment
IAS 16 requires that Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item shall be depreciated separately. [IAS 16.43]
However, the standard also allows that if the useful life and depreciation method of two components are materially the same they may be grouped together. [IAS 16.45]
Components of vessel that should be separately identified include not only the physical items that will require replacement during the life of the vessel, but also the notional overhaul element for items that require major overhaul in the future, , during the life of the vessel.
2.5.3 Application of accounting treatment
Example 1 in section 3 illustrates the depreciation of separate components of a vessel.
We have seen most dry-bulk, tanker and container companies identify two groups of components.
Cost of major overhaul or dry-docking. Cost of the vessel excluding projected dry-docking.
The fair value of each of these components should be identified at the date of acquisition of the vessel. Prices for each of these individual components are often not specified in the purchase agreement for the vessel. It will therefore be necessary to estimate the fair value of the dry-docking component taking into account the vessels last and next scheduled dry-docking. The fair value could be estimated by obtaining values from other sources such as the shipyard(s), in-house specialists, the maintenance providers or independent vessel appraisers. The fair value will be the actual value at which the entity is able to obtain these components, including any discounts from list price it receives from the component or service provider. Other vessel types, such as cruise ships or ferries, will generally also have hotel type components which are expected to be replaced at regular intervals.
A vessel will require seaworthiness checks, under water inspections, intermediate surveys as well as special surveys throughout its useful economic life. An asset should be carved out from the main vessel asset for each type of these checks. In practice, only the dry-docking and special survey checks will be sufficiently material to warrant separate capitalisation. For instance, a tanker may require a special survey every 5 years and an intermediate survey in between. Separate assets for each of these should be created when the initial componentisation of the vessel is done, if expected to be material.
Typically a new vessel will be assumed to be supplied with each of these components brand new. In other words the vessel will be assumed to be in the condition that it would be had it just been through each of the checks and overhauls required so that the full cost of each of these will be carved out as separate components in the initial allocation.
Depending on whether there are any PDIs and how the cost of the vessel is recorded in the books, as described in sections 2.2 and 2.4, the elements of the cost may be recorded at different exchange rates. For the purposes of the componentisation it would be appropriate to translate all the components at the same rate on initial recognition based on the blended average rates used for the amounts paid for the vessel. Subsequent expenditure on maintenance which is capitalised should be translated at the appropriate rate when it is incurred. 11 IFRS for Shipping | Accounting for owned vessels by shipping companies
2. Accounting Guidance
2.6 Useful life, depreciation basis and residual value
2.6.1 Background
Vessel owners will all have different intentions about how they intend to use their vessel, how long they intend to keep them and how they intend to dispose of them. These choices will have a significant impact on the value which they are able to obtain from each vessel over its lifetime. How the depreciation charge is determined needs to reflect these choices in order to reflect the differences in the way vessels are managed between businesses.
2.6.2 Determination of accounting treatment
Useful life
Useful life is the period over which an asset is expected to be available for use by an entity.
Vessel hull and engine
The vessel hull and engine component will be depreciated over their useful life to their residual value. Because it is often not possible to replace the engines prior to disposal of the vessel the engine will have the same useful life as the hull. The useful life will not change unless there is a change in the intended period of ownership of the vessel. Maintenance of the vessel should have no impact on the depreciation of the vessel hull and engine component.
Some examples of estimated useful lives we have typically seen in practice are:
- container vessels: 25 - 30 years - dry-bulk vessels: 25 - 28 years - tanker vessels: 25 years
Dry-docking component
The dry-docking component of a vessel will be amortized to the date of the next expected dry- docking. If the new dry-docking is performed prior to the initial expected dry-docking date, the useful life should be adjusted prospectively as a change in estimate.
Depreciation basis
IAS 16 does not specify which approach should be used to allocate depreciation between periods. The approach of using a straight line basis has the benefit of simplicity and is used by many vessel owners.
Residual value
The residual value of an asset is the estimated amount that an entity would currently obtain from disposal of the asset, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life. [IAS 16.6]
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2. Accounting Guidance
2.6 Useful life, depreciation basis and residual value
2.6.2 Determination of accounting treatment - Continued
Changes to estimates
The judgements made for useful lives and residual values should be revisited at each reporting date or at least annually. Material changes in the policy covering ownership of vessel will need to be reflected in such judgements.
Where the estimated useful life or estimated residual value for a vessel change for any reason, this change should be accounted for prospectively. [IAS 16.51] In other words if the estimated residual value of a vessel falls, the additional depreciation charge should be spread over the remaining useful life of the vessel, without any catch up charge for the vessels life to date.
2.6.3 Application of accounting treatment
Depreciation basis
Finance teams require access to special survey and dry-docking data including the next expected dry- docking date, in order to calculate the depreciation charge for the dry-docking component.
Residual value
The residual value of the dry-docking component is typically assumed to be zero as they will be fully replaced when the next relevant overhaul is undertaken. It is not usually possible to determine the residual value of a maintenance component part way through its life. A common approach is therefore to assume that the residual value is determined by reference to the original cost and reduces over time in line with the chosen depreciation method, assuming there is no evidence to the contrary. The net book value on the date of disposal is assumed to be its residual value.
To determine the residual value of a vessel it is normally necessary to obtain the light weight tons of the steel within the vessel and an appropriate rate for the steel scrapping value. In practice, an average market steel value is often used to compute the scrap value.
The residual value should be stated net of anticipated costs to scrap the vessel. This will be unique to each owner and will depend on factors such as where the owner intends to scrap the vessel. In addition to the steel scrap value, there may be other costs to consider such as costs to arrive at the scrap yard or commissions.
By choosing to dispose of a vessel significantly before the end of its life an owner is taking a substantial economic risk on the residual value of the vessel and this is reflected in the potential volatility in the depreciation charge. The commercial rationale for such accounting is limited to the fact that owning the vessel will always give the shipping company or lessor a valuation risk concerning the value of the vessel at the date of disposal. The accounting principles require that this risk is effectively re-measured at each balance sheet date based on the latest market value data. IAS 16 is very clear in its definition of residual value that preparers of accounts should not take the long- term view of value but specifically reflect the change in value through the depreciation charge at each reporting date.
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2. Accounting Guidance
2.7 Subsequent maintenance costs
2.7.1 Background
During a vessels useful life three types of maintenance work will be undertaken:
- Planned major maintenance work; - Unplanned or emergency major maintenance work; and - Day to day maintenance work.
2.7.2 Determination of accounting treatment
An entity does not recognise in the carrying amount of an item of property, plant and equipment the costs of the day-to-day servicing of the item. [IAS 16.12]
An entity recognises in the carrying amount of an item of property, plant and equipment the cost of replacing parts of such an item when that cost is incurred if the recognition criteria are met, [IAS 16.13] and the amount in itself is deemed to be material.
The accounting treatment for unplanned maintenance work depends upon the work undertaken. If it replaces a component which has been separately identified for depreciation purposes and therefore fully restores this previously partially depreciated component then it will be accounted for as a replacement of that component.
If the unplanned maintenance work replaces a component which has not previously been depreciated separately, then it should accounted for the disposal of the existing component anyway.
All day to day maintenance work which does not materially enhance the asset will be expensed as incurred.
2.7.3 Application of accounting treatment
It is likely that the cost of major planned maintenance will increase over the life of a vessel due to inflation and the age of the vessel. This additional cost will be capitalised when incurred and therefore the depreciation charge on these components will be greater in the later stages of a vessels life.
When major planned maintenance work is undertaken the cost should be capitalised. For instance when an engine overhaul is undertaken the cost of the overhaul will be capitalised as a new asset that will then be depreciated over the period to the next overhaul. The depreciation of the previous overhaul will typically have been calculated such that it had a net book value of nil when the current overhaul was undertaken. If this was not the case, e.g. because the work was required earlier than expected, then any remaining net book value of the old component should be expensed immediately. [IAS 16.14]
The initial carve out of components should include all major maintenance events which are likely to occur over the currently adopted useful life of the vessel. Sometimes, it may subsequently be found that the initial allocation was insufficiently detailed, in that not all components were identified. In this situation it is necessary to determine what the net book value of the component would currently be had it been initially identified. This will sometimes require the initial cost to be determined by reference to the replacement cost and the associated accumulated depreciation charge determined using the rate used for the residual hull. This is likely to leave a significant net book value in the component being replaced which will need to be written off at the time the replacement is capitalised. [IAS 16.14]
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2. Accounting Guidance
2.8 Impairment
2.8.1 Background
Vessels often have volatile values. These vessels values depend on numerous macro economic factors such as world trade requirements, demand for raw materials and finished goods by industrial societies and the supply of vessels available to meet the demand.
2.8.2 Determination of accounting treatment
If, and only if, the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset shall be reduced to its recoverable amount. [IAS 36.59]
The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. [IAS 36.6]
If there is any indication that an asset may be impaired, a recoverable amount shall be determined for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, an entity shall determine the recoverable amount of the cash-generating unit to which the asset belongs (the asset's cash-generating unit). [IAS 36.66]
2.8.3 Application of accounting treatment
For accounting purposes it is not normally possible to determine impairment of a particular vessel component separately from that of the other components of that vessel unless there has been specific physical damage to that component. An individual vessel may be considered as an individual cash generating unit which can be assessed for impairment. However, where vessels are operated as a fleet, for instance with individual vessels being inter-changeable in accordance with the charter party or contract of affreightment, it may be more appropriate to consider each fleet as a cash generating unit.
Determination of fair value
There is significant volatility in market prices for vessels generally. While it is relatively easy to forecast vessel supply, based on production rates of the major shipyards, demand is directly linked to wider economic conditions. There is therefore cyclicality in vessel prices.
There is also significant volatility in demand for particular vessel types. This will depend upon factors such as the availability of substitutes or the development of new vessels in that class, the liquidity of the market in that type of vessel and the fortunes of particular market segments. Brokers can provide vessel values by reference to transactions of which they are aware and where there are no transactions for a particular model of vessel they will normally extrapolate a value from transactions for similar types of vessel. In such situations it is important to understand the judgements involved and, if necessary, obtain a second independent valuation.
Unless they have undertaken a physical inspection of the vessel, brokers normally provide a value based on historical sales and purchase data of similar vessels. Where this is used to determine the fair value for accounting purposes it will be necessary to take into account the actual maintenance condition of the vessel and adjust the brokers value accordingly. Where this is considered to be material it may be necessary to arrange a physical inspection of the vessel. The maintenance adjusted market value should then be used in the impairment review of the entire vessel, including the separately capitalised and depreciated components. 15 IFRS for Shipping | Accounting for owned vessels by shipping companies
2. Accounting Guidance
2.8 Impairment
Finally, for entities whose functional currency is not US Dollars there is also exposure to exchange rates as the large majority of vessel transactions are conducted in US Dollars. The spot exchange rate on the date of the impairment assessment should be used for the purposes of determining the current resale price.
Determination of costs to sell
If a ship-owner decides to sell a vessel, the vessel may require substantial marketing. This can be undertaken either in house, if there is the appropriate expertise, or outsourced to a broker.
Determination of value in use
Shipping companies typically have robust estimates of the daily costs of operating a particular vessel which can be used as the basis for a cash flow projection for a value in use calculation. However, allowances should be made in the model for volatile costs, with reasonable estimates made of likely price increases and a sensitivity analysis undertaken.
In addition revenue estimates, have significant potential volatility, with significant exposure to both general economic conditions and unforeseen events. Reasonable revenue estimates should therefore be made and sensitivities considered.
For lessors future cash flows are normally more predictable, although estimates will need to be made where future cash flows are dependent upon extending an existing charter or entering into new charter agreements. These estimates should be based on what management consider to be the most probable likely outcome.
A suitable discount rate should also be determined, which takes into account the significant risks to which the shipping industry in general is exposed and those affecting the particular vessel.
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2. Accounting Guidance
2.9 Assets held for disposal
2.9.1 Background
When vessels are to be sold, and the criteria in IFRS 5, Non-current assets held for sale and discontinued operations, are met, the vessels are reclassified on the balance sheet as held for sale assets. The vessel may still be operated while in this category, as long as they are available for immediate sale and being actively marketed, resulting in revenues with no associated depreciation charge on the vessel.
2.9.2 Determination of accounting treatment
Classification to and from held for sale assets
Where a decision is made to dispose of a vessel currently held, the shipping company will need to be reasonably certain of being able to dispose of them within the coming year, in the current market conditions, for them to be classified as held for sale assets.
Where vessels have previously been classified as held for sale but have not been sold within one year of the classification, IFRS 5.B1 (c) contains specific requirements if the vessels are to continue to be classified as held for sale. We note that the used vessel market has been volatile in recent years and the decision to dispose of vessels will need to take account of short term liquidity considerations as well as the current market prices of vessels. Furthermore, in the current market conditions potential purchasers of the vessel may not be able to find the necessary finance.
Whilst it is permitted for vessels to be included in the category of assets held for sale while the vessels are being used, in the event that they cease to qualify as held for sale a reclassification to fixed assets would be required, with an adjustment to the net book value to account for the depreciation that would have been charged on the assets, had they not been reclassified to held for sale assets.
Accounting treatment upon classification to held for sale
Once an asset is classified as held for sale, depreciation should cease on the asset and it should be reclassified to held for sale assets (in current assets) at the lower of the carrying amount and fair value less costs to sell. Subsequently, the held for sale asset should be re-measured to the lower of these amounts at each period end, by comparing the carrying amount to the fair value less costs to sell. The fair value less costs to sell should be measured in the sale currency of the likely disposal contract (usually US$), taking account of the period end exchange rate.
Accounting treatment for subsequent expenditure
Where subsequent expenditure on a vessel improves its marketability or sale price this should be capitalised into the carrying value of the held for sale asset. The new carrying value of the vessel should be compared with the new fair value less costs to sell, and written down to the latter if lower, with any reduction in the carrying value being taken to the income statement. In addition, if subsequent expenditure does not meet the definition of an asset it should be expensed.
2.9.3 Application of accounting treatment
Note that where a vessel classified as held for sale is still being used, there is an effective depreciation saving on the vessel compared with the vessels which remain in fixed assets.
17 IFRS for Shipping | Accounting for owned vessels by shipping companies
2. Accounting Guidance
2.10 Acquisition of vessels in the secondary market
2.10.1 Background
Many shipping company and lessors buy vessels in the secondary market. This raises a different set of accounting issues from buying a new vessel. The purchaser must consider how to account for related professional costs, and certain ongoing lease conditions when they arise, such as a favourable or unfavourable attached time charter.
2.10.2 Determination of accounting treatment
Professional costs
IAS 16 stipulates that directly attributable costs should be included in the recorded cost of the vessel [IAS 16.16]. These may include related professional fees incurred on an incremental basis. These are often more significant for the purchaser of a vessel in the secondary market as they are borne primarily by the shipyard when buying a new vessel. It should be noted however that those fees incurred whilst searching for a suitable vessel are not directly attributable to a specific asset and should therefore be expensed as incurred.
Lease conditions
IFRS does not specifically address how to account for favourable or unfavourable attached time charters acquired with the vessel. However, IAS 16.44 provides some guidance indicating that if an entity that acquires property, plant and equipment subject to an operating lease in which it is the lessor, it may be appropriate to depreciate separately amounts reflected in the cost of that item that are attributable to favourable or unfavourable lease terms relative to market terms [IAS 16.44]. By applying this guidance, if the purchaser obtains a vessel with a favourable attached time charter, the element of the purchase price that relates to the time charter would be capitalised separately and depreciated over the period that the shipping company will benefit from these favourable charter hire rates. Conversely, if there are unfavourable attached charter hire terms, this accounting will have the effect of reducing the purchase price of the vessel. However, in the absence of explicit guidance under IFRS, practice may be mixed on the accounting for favourable or unfavourable attached time charters acquired with the vessel, and we have seen companies present the element of the purchase price that relates to favourable or unfavourable attached time charter as an intangible or a liability, respectively, which is amortised over the remaining period of the charter agreement into revenue.
2.10.3 Application of accounting treatment
The application of the above accounting policies will mean that the vessel is recorded at its cost in accordance with IAS 16. 18 IFRS for Shipping | Accounting for owned vessels by shipping companies
3. Practical Examples
Example 1 Component depreciation
In the example below for simplicity we have assumed a vessel which has only two components identified which it has purchased a vessel excluding the dry-dock component and a dry-dock overhaul component. As described in section 2.5.3 depending on the vessel type there could be a number of other major components to be separately identified and depreciated.
An entity purchases a ship for CU40 million. This ship will be required to undergo a dry-dock (DD) overhaul every five years to restore its service potential. At the time of purchase, the service potential that will be required to be restored by the overhaul can be measured based on the cost of the dry- docking if it had been performed at the time of the purchase of the ship, e.g. CU4 million.
The following shows the calculation of the depreciation of the ship for Years 1 to 5, using the straight- line method.
Amount $ 000 Useful life (years) Cost of vessel 40,000 Comprising: - the vessel, excluding the DD 36,000 30 - the projected dry-docking 4,000 5
For years 1-5 depreciation charges p.a. are: - the vessel, excluding the DD 1,200 - the projected dry-docking 800
By the end of Year 5, the service potential would be fully depreciated. When a dry-docking is carried out in Year 6, the expenditure is capitalised to reflect the restoration of service potential, which is then depreciated over the period to the next overhaul in Years 6 to 10.
The process in Years 6 to 10 repeats every five years from Year 11 onwards until Year 30, when both ship and the cost of dry-docking are fully depreciated and a new ship is acquired.
Note that the entity is required to use its best efforts to identify separately components such as the DD component when the asset is first acquired or constructed. That separate identification, and the subsequent separate depreciation of the DDl component, is not, however, a necessary condition for the capitalisation of the subsequent expenditure on the overhaul as part of the cost of the asset.
If, in the example above, the entity had failed to identify the DD component at the date of acquisition because it was not considered significant, and had not depreciated that component separately during Years 1 to 5, the expenditure on the overhaul in Year 6 would still be capitalised as part of the cost of the asset, provided that the general recognition criteria were met. In this circumstance, the entity would be required to estimate the remaining carrying amount of the DD component at the date of the first overhaul (which would be approximately CU3.33 million, i.e. CU4 million depreciated for 5 years out of 30), and to derecognise that carrying amount at the same time as the expenditure on the overhaul is capitalised.
19 IFRS for Shipping | Accounting for owned vessels by shipping companies
3. Practical Examples
Example 2 Vessel held for sale
During October 2010 Poseidonos Shipping Company decided to sell one of its vessels. The Company obtained approval from its directors during October 2010, and started looking for a buyer. Also during October 2010, the Company started to actively market the vessel contacting brokers, started negotiating sales price, etc.
During December 2010, the Company entered into a Memorandum of Agreement (MOA) with an unrelated party to sell vessel A, with a NBV of $60 million, for $41 million (including approximately $1 million of costs to sell), which will approximate to a $20 million loss.
Also consider the following two different scenarios:
A. Vessel A is on a time charter (TC) with Charterer X until J uly 2013. The charter party agreement prohibits that vessel A, then on a time charter with Charterer X would not be sold until J anuary 20, 2011, or later until completion of the trip that had already been arranged by the Charterer.
B. During October 2010 vessel A was on a TC with Charterer X. The Charter Party allows the owners of the vessel to sell the vessel to a third party and the Charterers cannot unreasonably refuse this sale.
Criteria Action taken Case A Case B Available for immediate sale in its present condition Case A: the sale restriction in the CP agreement means the vessel is not available for immediate sale.
Case B: the vessel is available for immediate sale as the transfer of ownership is not restricted. This is customary in the shipping industry.
The sale must be highly probable.
Commitment to sell the vessel
The Company obtained approval from its directors to sell the vessel.
Actively seeking to locate buyer During October 2010, the Company started to actively market the vessel.
Sale probable within 1 year During December 2010 the Company signed an MOA with an unrelated party for a price of $40 million.
Reasonable price Refer above.
Case A Case B Vessel will be classified as asset held and used as of December 31, 2010. Vessel will be classified as asset held for sale as of December 31, 2010.
20 IFRS for Shipping | Accounting for owned vessels by shipping companies
3. Practical Examples
Example 3 Borrowing Costs
Poseidon Shipping Company entered into a contract with a shipyard on J uly 1, 2010 for the construction and purchase of two Panamax vessels. The contract price was $50 million per vessel, with a scheduled delivery date of December 1, 2011. The payment terms are as follows:
Timing Date Percentage Amount Upon entering into agreement J uly 1, 2010 10% contract $10 million Steel cutting December 1, 2010 40% contract $40 million Keel laying-Launching February 1, 2011 15% contract $15 million Delivery December 1, 2011 35% contract $35 million Total $100 million
We assume that construction activities commence upon payment of 1st installment.
Poseidon Shipping has the following outstanding debt:
- Directly related to the vessels: bank loan at variable rate (Libor+margin) to cover 70% of the cost of the vessels. Interest due quarterly, beginning on date of first draw. For 2010, we assume that the variable loan rate was 5% throughout the year.
General corporate debt: weighted average interest rate of 4.5%
Poseidon also incurred the following other costs in 2010:
Description Amount Construction related costs, supervision, travel, vessel inspection, site team $50,000 Brokers commission (4% of construction value due up front) $4,000,000 Legal fees to establish the title of vessel owning companies $5,000 Office overhead (general and administrative) and other expenses $4,000 Total $4,059,000
21 IFRS for Shipping | Accounting for owned vessels by shipping companies
3. Practical Examples
Example 3 Borrowing Costs - Continued
Step 1: Identifying vessel acquisition costs to capitalize for year ended December 31,2 010
Installment payments to shipyards. Indirect costs related to construction (supervision costs etc). Brokers commissions. Legal fees. Direct interest expenses. Indirect interest expenses.
Description Amount to capitalize Construction related costs, supervision, travel, vessel inspection, site team $50,000 Brokers commission (4% of construction value due up front) $4,000,000 Legal fees to establish the title of vessel owning companies $5,000 Office overhead (general and administrative) and other expenses - Total capitalizable expenses $4,055,000
Step 2: Identify expenditures eligible for interest capitalization IAS 23
Eligible expenditures include capitalized expenditures (net of progress payment collections) for the qualifying asset that have required the payment of cash, the transfer of other assets, or the incurring of a liability on which interest is recognized.
Description Amount Installment payment, financed through bank loans (70%) $70,000,000 Installment payments, financed from equity (30%) $30,000,000 Other capitalized costs (initial expenses), financed from equity $4,055,000 Total $104,055,000
Step 3: Calculate the appropriate capitalization rate
The most appropriate rate to use as the capitalization rate is the rate applicable to specific new debt resulting from the need to finance the acquired assets.
Specific borrowings: Average eligible capitalized expenditures x interest rate on specific borrowings. If there is no specific new debt, the capitalization rate is a weighted-average of the rates of the other borrowings of the entity Other borrowings: Average eligible capitalized expenditures x weighted average rates of borrowings. 22 IFRS for Shipping | Accounting for owned vessels by shipping companies
3. Practical Examples
Example 3 Borrowing Costs - Continued
Step 4: Calculate capitalized interest as of December 31, 2010
Description Calculation Amount Interest on 1 st $ 7,000,000*5%*6/12 installment payment, financed through bank loans $175,000 Interest on 2 nd $28,000,000*5%*1/12 installment payment, financed through bank loans $116,667 Interest on 1 st $ 3,000,000*4.5%*6/12 installment payment, financed from equity $67,500 Interest on 2 nd $12,000,000*4.5%*1/12 installment payment, financed from equity $45,000 Interest on indirect costs (*) $ 4,055,000*4.5%*6/12 $91,238 Total $495,405
(*) Indirect costs were assumed to be incurred on July 1, 2010, as they related to the brokers commissions and other costs due up-front.
Step 5: Calculate total capitalized costs as of December 31, 2010
Description Amount Installment payments $50,000,000 Capitalized expenses $4,055,000 Capitalized interest $495,405 Total $54,550,405 23 IFRS for Shipping | Accounting for owned vessels by shipping companies
4 Differences from US GAAP and UK GAAP
Many of the key principles outlined in this manual are also applicable under UK GAAP. However, there are some key areas of difference which we have outlined below. These differences are not intended to be exhaustive and individual circumstances should be considered carefully.
Area IFRS treatment UK GAAP treatment US GAAP Treatment
Vessel Recognition Basis Cost or revaluation basis permitted. Cost or revaluation basis permitted. Cost basis must be used. Revaluation basis is prohibited.
Asset Depreciation IFRS requires a component approach for depreciation where assets must be separated into significant individual components and depreciated over their useful lives. UK GAAP requires a component approach for depreciation where assets must be separated into significant individual components and depreciated over their useful lives. Component accounting is permitted, but not required.
Major Maintenance / Overhaul Costs (Dry-docking and Special Survey Costs) Costs are generally capitalized in asset costs and depreciated according to the component approach. Costs are generally capitalized in asset costs and depreciated according to the component approach. Costs are either expensed as incurred, deferred and amortized until the next overhaul, or accounted for as a part of the cost of the asset.
Acquired Time Charters with Vessel Acquisition Diversity in practice may exist. IAS 16 indicates that the element of the purchase price that relates to favourable or unfavourable attached time charter be treated as a separate component of the vessel cost and depreciated over the remaining charter period The element of the purchase price that relates to favourable or unfavourable attached time charter will be a separate component of the vessel cost and depreciated over the remaining charter period. The element of the purchase price that relates to favourable or unfavourable attached time charter will be presented as an intangible or a liability respectively and will be amortized over the remaining period of the charter agreement into revenue.
Borrowing Costs Borrowing costs in relation to qualifying assets must be capitalised as part of the cost of that asset. Preparers have an accounting policy choice on whether to capitalise borrowing costs. The policy must be applied consistently to all tangible fixed assets. Borrowing costs in relation to qualifying assets must be capitalised as part of the cost of that asset.
24 IFRS for Shipping | Accounting for owned vessels by shipping companies
4 Differences from US GAAP and UK GAAP
Area IFRS Treatment UK GAAP treatment US GAAP treatment
Asset Impairment A one-step impairment test based on recoverable amount. Impairment losses may be reversed if recovery occurs. A one-step impairment test based on recoverable amount. Impairment losses may be reversed if recovery occurs. A two-step impairment test. First the carrying value of the asset or asset group is compared with the undiscounted value of the future cash flows. If the carrying value is higher, then the asset or asset group is written-down to fair value based on recoverable amount. Reversal of impairment losses are not permitted.
Asset Residual Values Estimates of useful life, residual value and depreciation methods are reviewed at least annually.
Residual value may be adjusted upwards and downwards.
Residual value represents the current net selling price assuming the assets were already of the age and in the condition expected at the end of its useful life. Under FRS 15, residual value is measured using prices that existed at the time of initial recognition or most recent revaluation and does not take account of price changes in the secondary market or of currency fluctuations. Residual value may only be adjusted downwards. Residual value is generally the discounted present value of expected proceeds on future disposal.
Assets Held for Disposal When vessels qualify as held for sale they are separately classified and depreciation ceases. There is no equivalent classification under UK GAAP and assets continue to be depreciated until they are disposed of. When vessels qualify as held for sale they are separately classified and depreciation ceases.
25 IFRS for Shipping | Accounting for owned vessels by shipping companies
Deloitte Shipping Team
For further assistance in any of the areas raised in this manual please do not hesitate to contact the Deloitte shipping team: Global leadership Cyprus Costas Georghadjis +357 25 86 86 60 cgeorghadjis@deloitte.com
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Peter Bommel Global Industry Leader Energy & Resources Deloitte Touche Tohmatsu Limited +31 882 880 935 pbommel@deloitte.nl
George D. Cambanis Global Shipping & Ports Leader Energy & Resources Deloitte Touche Tohmatsu Limited +30 210 6781101 gcambanis@deloitte.gr
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