ACCA P2 考试：WHEN DOES DEBT SEEM TO BE EQUITY? (Part 1)

　　This article is relevant to Paper P2 and the Diploma in International Financial Reporting

　　The difference between debt and equity in an entity’s statement of financial position is not easy to distinguish for preparers of financial statements. Many financial instruments have both features with the result that this can lead to inconsistency of reporting.

　　The International Accounting Standards Board (IASB) agreed with respondents from its public consultation on its agenda (December 2012 report) that it needs greater clarity in its definitions of assets and liabilities for debt instruments. This should therefore help eliminate some uncertainty when accounting for assets and financial liabilities or non-financial liabilities. The respondents felt that defining the nature of liabilities would advance the IASB’s thinking on distinguishing between financial instruments that should be classified as equity and those instruments that should be classified as liabilities.

　　The objective of IAS 32, Presentation is to establish principles for presenting financial instruments as liabilities or equity and for offsetting financial assets and liabilities. The classification of a financial instrument by the issuer as either debt or equity can have a significant impact on the entity’s gearing ratio, reported earnings, and debt covenants. Equity classification can avoid such impact but may be perceived negatively if it is seen as diluting existing equity interests. The distinction between debt and equity is also relevant where an entity issues financial instruments to raise funds to settle a business combination using cash or as part consideration in a business combination.

　　Understanding the nature of the classification rules and potential effects is critical for management and must be borne in mind when evaluating alternative financing options. Liability classification normally results in any payments being treated as interest and charged to earnings, which may affect the entity's ability to pay dividends on its equity shares.

　　The key feature of debt is that the issuer is obliged to deliver either cash or another financial asset to the holder. The contractual obligation may arise from a requirement to repay principal or interest or dividends. Such a contractual obligation may be established explicitly or indirectly but through the terms of the agreement. For example, a bond that requires the issuer to make interest payments and redeem the bond for cash is classified as debt. In contrast, equity is any contract that evidences a residual interest in the entity’s assets after deducting all of its liabilities. A financial instrument is an equity instrument only if the instrument includes no contractual obligation to deliver cash or another financial asset to another entity, and if the instrument will or may be settled in the issuer's own equity instruments.

　　For instance, ordinary shares, where all the payments are at the discretion of the issuer, are classified as equity of the issuer. The classification is not quite as simple as it seems. For example, preference shares required to be converted into a fixed number of ordinary shares on a fixed date, or on the occurrence of an event that is certain to occur, should be classified as equity.

　　A contract is not an equity instrument solely because it may result in the receipt or delivery of the entity’s own equity instruments. The classification of this type of contract is dependent on whether there is variability in either the number of equity shares delivered or variability in the amount of cash or financial assets received. A contract that will be settled by the entity receiving or delivering a fixed number of its own equity instruments in exchange for a fixed amount of cash, or another financial asset, is an equity instrument. This has been called the ‘fixed for fixed’ requirement. However, if there is any variability in the amount of cash or own equity instruments that will be delivered or received, then such a contract is a financial asset or liability as applicable.

　　For example, where a contract requires the entity to deliver as many of the entity’s own equity instruments as are equal in value to a certain amount, the holder of the contract would be indifferent whether it received cash or shares to the value of that amount. Thus, this contract would be treated as debt.

　　Other factors that may result in an instrument being classified as debt are:

　　• is redemption at the option of the instrument holder?

　　• is there a limited life to the instrument?

　　• is redemption triggered by a future uncertain event that is beyond the control of both the holder and issuer of the instrument?

　　• are dividends non-discretionary?

　　Similarly, other factors that may result in the instrument being classified as equity are whether the shares are non-redeemable, whether there is no liquidation date or where the dividends are discretionary.