From ColGAAP to IFRS | Special Report
Transcription
From ColGAAP to IFRS | Special Report
From ColGAAP to IFRS ANALYSIS BANCOLOMBIA: COLOMBIAN EQUITY RESEARCH – Special Report May 4, 2015 A New Accounting and Financial Language Colombian companies will start reporting financial statements under IFRS in 1Q15, which has generated uncertainty regarding the new metrics each company will have in comparison to previous years and the impact this could have on valuation, liquidity, solvency and profitability ratios, among others. In our view, what really matters is that the fundamental value doesn’t change. Cash flow is the same under the ColGAAP and the IFRS, which means valuations, ratings and target prices won’t change. However, there would be variations in financial multiples and ratios that could cause uncertainty and volatility in the equity market. Comparison Metrics Wouldn’t Be Plain Vanilla After undertaking a deep analysis of the impact the new accounting framework would have on financial statements one thing is true: comparability won’t be easy. The reason is simple: the IFRS allows different accounting procedures for the same type of assets, leaving to management the choosing of procedure that better matches their economic reality. With this in mind, companies in the same sector can use different accounting methodologies for their long-lived assets, for example, which will create a completely different scenario for their ratios and financial multiples. This means that corporations can choose from different sets of procedures and methods to express their financial statements according to their economic realities and preferences. Hence, before making any financial comparison or calculating valuation multiples we recommend a deeper analysis on the accounting policies used by the company subject of analysis to assure that investors are comparing apples to apples. In the following segment some of the main alternatives corporations have to determine their accounting policy will be explained. With this in mind, analysts have to be very careful in the process of making comparable ratios such as P/E, EV/EBITDA, ROE, and ROA, among others. Analysts More Information is Always Better Under the IFRS Colombian enterprises will comply with a more strict set of procedures that require more information on key aspects such as: i) related-party transactions, ii) remuneration of key personal, iii) deeper information by business lines, iv) quarterly information with notes to financial statements, among others. All this changes will allow for a better understanding and estimation of financial results. IFRS application schedule in Colombia Dec 2013 Dec 2014 Comparative Financial Statements Annual and Quarterly (Transition G1,G2,G3) Dec 2015 Initial Financial Statements Annual and Quarterly (Aplication G1,G3) (Transition G2) Dec 2016 Initial Financial Statemets Trimestrales y Anual (Aplication G2) Source: Decree 2784, EY, Bancolombia 1 Name: Phone: E-mail: Jairo Julián Agudelo Restrepo (574) 6047048 [email protected] Name: Phone: E-mail: Juan Camilo Dauder (574) 604 98 21 [email protected] Name: Phone: E-mail: Maria Paula Cortés (571) 353 66 00 ext 37387 [email protected] Name: Phone: E-mail: Diego Buitrago Aguilar (571) 746 39 84 ext 37307 [email protected] Name: Phone: E-mail: Germán Zúñiga Saavedra (574) 604 70 45 [email protected] Name: Phone: E-mail: Federico Pérez García (574) 604 81 72 [email protected] From ColGAAP to IFRS | Special Report May 4, 2015 IFRS Application in Colombia The International Financial Reporting Standards –IFRS– represent a unique set of highquality accounting rules created in the European Union looking for providing capital market solutions to the difficulties that arose amid the more complex information requirements resulting from the economic and market internationalization process of the last decades. The IFRS represent a great opportunity for corporations to advance in the consolidation of a common accounting and financial language and a more robust tool for internal control while demanding more transparency, improving technical support and increased use of resources. This set of rules started being used in 2005, initially by listed European companies, and since then it has spread through 138 different jurisdictions as well as different kinds of corporations. Now, after several years of technical and institutional arrangements, planning and work, Colombian companies listed on the Colombian Stock Exchange are ready to release their first set of financial results (1Q15) under the IFRS. Legal and Institutional Framework Since 2009 has Colombia advanced in defining a legal and institutional framework to support the IFRS application. The pillars of said framework are the following: Law 1314 of 2009: Through this law the application of IFRS in Colombia was accepted. It also defined the competent authorities for directing, guiding and supervising the principles, norms and interpretations related to the application of the standards. Importantly, this law also establishes the independence of the Colombian Fiscal Accounting from the IFRS. Strategic management: The Consejo Técnico de la Contaduría Pública (Public Accounting Technical Council) is in charge of defining the procedures and conditions necessary for a proper application of the IFRS in Colombia. It established 3 groups for the application of the standards according to key variables such as size and importance of each company. The difference among the three groups is the deadline to release their financial information under the IFRS. Group 1: i) Security issuers, ii) public interest companies and iii) companies with specific features. In regard to the latter features defined for a mandatory application are: i) corporations with more than 200 employees, ii) corporations with assets over 30,000 monthly minimum wages (COP18,000mn/USD7.2mn), and iii) companies meeting any of the following 4 characteristics: i) being a subordinate of a foreign company with full IFRS application, ii) being a subordinate of a local company that must apply the IFRS, iii) being the holding or having a joint venture with one or more foreign companies with full IFRS application, and iv) a company with imports or exports representing more than 50% of sales and purchases. This set of companies would release their 1Q15 financial results under the IFRS. Group 2: Companies whose revenues are equal or above 15,000 monthly minimum wages (COP9,000mn/USD3.6mn). In Colombia this segment is better known as PYMES (SMEs) and according to the law they can carry out a procedure based on IASB standards or voluntarily decide to apply the standards considered for Group 1. Group 3: Individuals and corporations as indicated in the article 499 of the fiscal law (Simplified Regime) and SMEs not meeting the requirements of Group 2. These companies are enforced to apply a simplified accounting standard established in the decree 2706, which is a compilation of the IFRS for SMEs and ISAR regulations issued by UNCTAD (United Nations Conference on Trade and Development). 2 From ColGAAP to IFRS | Special Report May 4, 2015 Decree 2784 of 2012: Provided more clarification about companies in Group 1 and defined the application schedule as seen in the first page of this report. Decrees 3019 – 3022 and 3023 of 2013: Through these regulators created the legal and technical framework for really small businesses (microempresas) as well as the one for companies in the groups 1 and 2 being modified and regimented. Moving from ColGAAP to IFRS Although the IFRS will provide markets with more standardized information this won’t derive in an entirely comparable base of financial statements. While it’s true that the IFRS provide a general framework that simplifies the vast universe of the GAAPs around the world, in the mentioned framework corporations have room to address their own accounting policies. This means that corporations can have their pick from different sets of procedures and methods to express their financial statements according to their own economic realities and preferences. Hence, before making any financial comparison or valuation multiples we recommend a deeper analysis on the accounting policies used by the company subject of analysis, in order to assure that investors are comparing apples to apples. In the following segment some of the main alternatives corporations have to determine their accounting policy will be explained. Main Changes – Overview Economic groups’ related parties and segments: The IFRS demand corporations to reveal several aspects that the ColGAAP don’t, turning into a more rigorous standard. Among the most important differences we highlight that the IFRS demand the revelation of aspects like: i) Relation with subsidiaries, ii) remuneration of key personnel and iii) clearer disclosure on related-party transactions, among others. Regarding the first aspect it’s worth considering that the IFRS define a subsidiary as a company in which the parent owns above 50% of the property, or holds control due to the existence of any other kind of agreement between the partners. In this case the IFRS establish that the subsidiary has to be consolidated into the financial statements. The IFRS also define other categories like associates and joint venture, included into the parent’s financial statements through the equity method, while financial instruments are to be included at reasonable value when the holding of the parent company is below 20%. It is also worth having in mind that the IFRS demand the publishing of information on the segments comprising the business of the company subject to the application of the standard. These segments are designated according to their cash generation capacity and are called cash generation units (unidades de generación de efectivo, UGE). UGEs are demanded to have separated financial information that is regularly evaluated for the decisive authorities into each company. Inventory valuation methods: While the ColGAAP allowed FIFO and LIFO, in the IFRS the use of LIFO is strictly forbidden. Under the IFRS the inventory is valued at the lower value between cost and the net realizable value. Hence its value can or cannot reflect market value. Inventory write-ups are allowed, but only to the extent that a previous write-down to net realizable value had been recorded. 3 From ColGAAP to IFRS | Special Report May 4, 2015 Long-lived assets: In regard to asset valuation, while in the ColGAAP a revaluation of assets must be determined at the end of the period when acquired and it’s necessary to update its value at least every three years through experts’ assessment, under the IFRS companies can reveal assets value through any of two methods: historic cost and asset revaluation. Importantly, whatever the method used, performing a regular impairment test is necessary. The impairment test checks if the recovery value of the asset (value in use or market value) is higher than the book value, and if it is not, the company will have to do an impairment of the difference. The impairment will be accounted as a loss in the P&L statement. Companies that pick historic cost usually have less chances of seeing impairments, given that historic cost is usually lower than asset revaluation or fair value. There are also differences in the way depreciation is treated. While in the ColGAAP depreciation is determined through the adoption of one or several methods like straight line, sum of the digits of the years, or production units, the IFRS demand depreciation to be categorized by components or segments which opens room for different useful lives and methods which take into consideration the features of the asset. Finally, we highlight that the IFRS consider the capitalization of certain costs as an extra value of the asset. Among those we highlight: i) Costs attributable to the acquisition, construction or production of an asset can be capitalized as part of the effective cost of the asset, ii) it is also possible to capitalize the financial expenses incurred in when a loan is taken exclusively for acquiring an asset if the returns obtained for the temporary investment of the funds are discounted and, iii) the measurable costs of replacing a component of an asset that will likely bring future economic benefits can also be capitalized. In this case the cost of the component to be replaced has to be impaired. It is important to bear in mind that under the ColGAAP, companies reflect their longlived assets in two different accounts: i) their historical cost in property, plant and equipment, and ii) the additional value under appraisals. With this in mind, companies that decide to reflect their assets at historical cost would have a downward pressure on assets and equity, as they will eliminate the appraisals related to their PPE. Intangibles: The IFRS also demand an alternative management of intangibles although overall it is quite similar to the ColGAAP; the main difference comes from the amortization of goodwill. In regard to R&D costs (research and development) the IFRS are clear in mentioning that R costs cannot be capitalized and then those will always be considered expenses. The IFRS allow the capitalization of development costs if technical and economic feasibility is demonstrated in advance. Although it is quite similar to the ColGAPP approach, the IFRS are more exhaustive in demanding a demonstration of the intention of completing the asset intended to be developed and the ability for it to be sold in the future. In the IFRS marketing and advertising costs are recognized as expenses, as in the ColGAAP. As mentioned before, the main difference lies on the amortization of goodwill which is allowed under the ColGAAP but not IFRS. This will have a positive effect on the P&L of Colombian enterprises as net income will be higher keeping other variables constant. However, goodwill is tested for impairments as explained in PPE. 4 From ColGAAP to IFRS | Special Report May 4, 2015 Taxes: Perhaps one of the main changes the IFRS application will bring to financial statements is the recognition of deferred assets or deferred liabilities resulting from the differences of the application of the standards and the fiscal accounting. This would be particularly relevant in Colombia as the fiscal accounting will be presented under the ColGAAP, while financial accounting will go under the IFRS. With this in mind, we would probably see a decrease in equity that will be compensated by an increase in long-term debt (deferred tax), given that fiscal assets are usually lower than IFRS assets, as a method to decrease income taxes. Given the aforementioned impact, we foresee an increase in debt ratios such as debt/equity. In addition, it is also important to bear in mind that under the IFRS companies must reflect their property tax for the full year in 1Q, in addition to the wealth tax for those companies who decided to present it in their P&L, creating a downward pressure on the bottom line for 1Q15. Provisions and contingencies: Under the IFRS provisions must include the estimated value of the possible obligation taking into consideration the time value of money, something not considered in the ColGAAP. EBITDA: In Colombia is usual to find the EBITDA calculation starting from operating income and adding all the non-cash expenses such as depreciation and amortization of intangibles to get to the EBITDA. Under the IFRS, the calculation starts with net income, adding back taxes, financial expenses, depreciation and amortization, meaning that other non-operating income or expenses would be included in the EBITDA calculation. With this in mind, we would find different values of EBITDA that should not have a relevant impact on financial statements, multiples or valuation. Table 1: Summary of financial indicators and aspects to consider under the IFRS Financial Indicator Current Ratio Aspects to consider in adoption of IFRS a) Use restrictions on equity b)Securities or portfolio with maturity longer than 3 months c) Effect of classifying the statement of financial position in current and non-current or in order of liquidity Indebtedness a) Loans to related parties, partners or shareholders b) Accounts payable balances and maturity c) NPV valuation of transactions at sub-market rates d) Recognition of provisions if requirements of IAS 37 are met e) Actuarial liability is calculated using the method of the projected credit unit in accordance with IAS 19 Inventory Turnover Recognition and measurement of inventories a) Valuation at the lower between cost and net realizable value (NRV) b) Spare parts, ongoing maintenance equipment, and ancillary equipment used for more than one period, should be reclassified to property, plant and equipment Receivable Turnover Recognition and measurement of debtors a) Treatment of installment sales b) Determination of impairment in accordance with IAS 39 c) Valuation at amortized cost of loans to employees Source: Grupo Bancolombia, BVC 5 From ColGAAP to IFRS | Special Report May 4, 2015 Sectorial and Corporate Particularities When analyzing the IFRS implementation we found that beyond the overall reporting framework one of the most challenging aspects is how to apply these principles to fit the reality of a specific industry or company. Following, we highlight those aspects we have found to be the most relevant for companies in each specific industry. Utility Companies As a capital intensive industry utility companies will see a great impact in the changes related to property, plant and equipment. We also see that as many of the companies in the sector are/were closely related to state ownership, and then to particular pension regimes, another major impact would come from the side of labor benefits and pension liabilities. Other influential topics are deferred taxes, commodity derivatives, debt and provisions. In regard to property, plant and equipment, as in every industry, utility companies will decide on reporting based on historical cost or reasonable value. Companies will have to take into consideration the components scheme for defining useful life and consequently depreciation expenses. Here it’s important to consider the impact that concession contracts will have on useful life and which expenses could be capitalized. Digging into the last topics we found that in the segments of power transmission and distribution, expenses related to grid extension can be capitalized as well as those related to maintenance works that can enhance assets’ useful life. As for the labor benefits and pension liabilities the IFRS demand an actuarial estimation of the fair NPV of the company’s obligations considering several factors including wage expected growth, post-employment benefits, mortality rates, and discount rates at market prices, among others. The big difference is that the ColGAAP only recognize pension liabilities and labor benefits in the P&L at the time the benefit is obtained. All the above could increase estimated liabilities. Celsia: In the light of the recent acquisitions, some regulatory aspects, and the cash generation features of the business, they decided to adopt attributed cost (reasonable value) as the method for PPE valuation. The aforementioned is expected to impact (increase) depreciations despite the increase in the useful life of assets. It is also expected to make accounting depreciation larger than the fiscal one opening room for deferred liabilities, aspect highlighted by the company as one of the most relevant consequences of the IFRS application. It was also important the registration of the pension commitment of EPSA which opened room for increased liabilities considering that the IFRS demand its actuarial calculation to be accounted immediately in contrast with the more gradual registration allowed by the ColGAAP. This situation also opens room for the generation of a financial expense but the company clarified it’s not material. Another impact the company highlighted is related to the wealth tax which the IFRS demand to be totally revealed once announced in contrast to the partial registration allowed by the ColGAAP. On this the company also clarified that their decision was to record it through the P&L instead of equity. This registration will have place every year. In conclusion, we foresee an increase in liabilities that would be compensated by a lower equity on the balance sheet, which will probably increase the debt/equity ratio. On the P&L front, we expect a down pressure on the bottom line due to: i) higher depreciations, as explained above, and ii) the impact of the wealth tax. 6 From ColGAAP to IFRS | Special Report May 4, 2015 ISAGEN: Similar to Celsia, ISAGEN described in its website that the most relevant effects of the IFRS application, in both complexity and financial impact, were the registration of PPE at market value and the technical determination of useful lives. It was followed by an increased level of deferred income taxes resulting from the differences between the IFRS and the Colombian fiscal accountability and retirement benefits. The company also described other minor effects in long-term employee benefits, financial obligations, debtors and account payable, and equity. Overall, in the opening balance the company presented in 2010, the IFRS application derived in a net negative effect on assets and a net positive effect on liabilities that combined resulted in a net negative effect on equity. In the P&L the overall net effect was negative primarily due to deferred tax, larger depreciation and wealth tax. With this in mind, we foresee a negative impact on ISAGEN’s bottom line for 1Q15, as well as a potential increase in debt ratios such as debt/equity. The impact on profitability margins such as ROE and ROA are hard to estimate as equity will be lower due to the deferred liability, as well as the net income which will also be lower on higher depreciations. ISA: The company presented to investors the main aspects behind the IFRS application on its accounting reports in a conference call. They started by indicating that this is not the first time they apply the standards as they already have had experiences in Brazil, Chile and Peru, since 2010. It was also highlighted that the recognition as a financial asset of the electric transportation in Brazil and the road concessions in Chile, was introduced in 2013 by Colombia’s National Accounting Office making its treatment closer to IFRS. Overall, ISA mentioned that in the opening balance sheet its consolidated assets (end of 2014) fell by 5% driven by: i) elimination of valuations and inflation adjustments, ii) the adoption of depreciated reposition cost, iii) elimination of deferred debt costs, iii) elimination of goodwill amortization, and iv) reclassification of debt costs at a lower debt value. In regard to liabilities, the company highlighted a 4% increase explained by: i) the recognition of a deferred liability in Colombia, ii) total amortization of the pension liability and the long-term employment benefits in Colombia, iii) the consolidation of INTERCHILE, and iv) the reclassification of debt costs as a lower value of the debt. All these facts derived in a one-time 26% decrease in equity. As for the P&L the company mentioned that there was a 5% decline in net profits explained by the net effect of: i) larger depreciations of fixed assets (-), ii) lower deferred tax expense (+), iii) adjustment on actuarial calculation and long term employment benefits (+). Finally, the company presented a comparison between some of its key financial indicators in GAAPs, indicating an almost neutral effect on ROA, a sensitive increase in ROE, and a mild reduction in EBIT, EBITDA and net margins. 7 From ColGAAP to IFRS | Special Report May 4, 2015 Oil & Gas The most remarkable adjustments in the oil and gas industry are related to the handling of the costs of licenses, concessions, permits, exploration, development and dismantling. Also important are the changes that would come from joint ventures and commodity derivatives. About cost accounting we highlight the following: i) Acquisition costs of licenses and concessions are classified as intangible assets and can be amortized through the straight line method taking into consideration any criteria between the duration of the license and the duration of the exploration works. It’s also important to consider that in the case of inactivity or perspective of no use of the assets tied to the respective license the remaining value must be impaired and registered in the P&L as an expense. If a discovery takes place, amortization must be interrupted and the remaining costs added to exploration expenses. ii) Costs related to hydrocarbon reserves acquisition can be capitalized as tangible or intangible assets depending on the features of the asset amortized through the production units method according to the depletion of proved, developed and non-developed reserves. iii) Exploration costs can be capitalized and would be classified as intangible or tangible assets depending on the stage and results of the exploratory process; if exploration succeeds, those assets must be reclassified as tangible assets, if not, the remaining value of the asset must be charged to results. iv) Costs related to development, production, infrastructure, and dismantling can be capitalized as well as those related to the debts on assets in construction. v) Major maintenance works can be capitalized and amortized in the period until the next major scheduled maintenance. As for derivatives it’s worth considering that any active buy-sell position used for risk management has to be accounted as financial instrument measuring its reasonable value marking to market. The net gain/loss is presented in the P&L. It is worth bearing in mind that Canacol Energy and Pacific Rubiales are already presenting their financial results under the IFRS for which no change would be reflected. However, Ecopetrol would have impacts coming from this new accounting methodology. Cement On their balance sheet, cement companies will have the main impact coming from the accounting of long-lived assets: i) property, plant and equipment, and ii) intangibles; while on their P&L the main impact will come from the new estimation of depreciation, which will depend on two factors: i) longer useful lives, and ii) the property, plant and equipment calculation methodology. On their balance sheet the first and most important thing to analyze will be the decision made by each company regarding the valuation of long-lived assets which offers three options: i) at historical cost, ii) asset revaluation and iii) at fair value .The first one generates a lower value of PPE, the last one reflects a fair value which is usually bigger, while asset revaluation lays in between. Each component can have its own valuation methodology which is why they can use historical cost for machinery and equipment, while using revaluation cost for land, for example. Depending on the management’s decision we can have a positive or negative impact on their balance sheet coming from this adjustment alone. 8 From ColGAAP to IFRS | Special Report May 4, 2015 It is important to mention that under the ColGAAP, companies are partly reflecting their PPE at fair value given that the cost of the assets is reflected under PPE, while the additional value is reflected on appraisals. With this in mind, if companies decide to reflect their assets at historical cost, we can see a downward pressure on their assets and equity from the elimination of the appraisals linked to that specific asset. On their P&L, the key point would be the useful life used to depreciate their assets. Under the IFRS, depreciation is in line with the economic life of the different assets, while under the ColGAAP the depreciation was estimated through different methodologies that do not allow the expansion of the useful life. With this in line, net income could be affected by management’s decision of reflecting assets at historical cost or fair value. CLH: CLH is currently presenting its financial statements under the IFRS which is why they will not have an impact coming from this adjustment. Cementos Argos: Cementos Argos’ management made the decision in advance of expanding the useful life of long-lived assets, which is why the impact of depreciation is reflected on their P&L since 2014. Depreciation under the IFRS could be half of what companies are depreciating under the ColGAAP if the decision is to reflect PPE at its historical cost. However, if the decision is to reflect it at fair value, the potential impact of longer useful lives will be offset by the bigger value to depreciate as PPE will be acquisition cost + appraisals. On the balance sheet the most important impact will come from the accounting of its PPE which will be reflected at asset revaluation, historical cost or a slightly combination of both, leading to a decrease in assets and equity (keeping all other factors stable) given the elimination of the appraisals linked to those assets. In addition, the company will have a reclassification of assets. Currently, Cementos Argos reflects its investment portfolio in Grupo Sura and Bancolombia, mainly, in two different accounts, first in permanent investment where they reflect the acquisition cost, and second in appraisals where they reflect the valuation in the market price of the stock. Under the IFRS we will find effects reflected on a specific account which is (investment at fair value through another overall result), keeping assets and equity equal. Another impact will come from the registration of its preferred shares, which according to the IFRS would have a small portion going to long-term debt as the present value of the minimum dividend granted to investors. In terms of taxes, Cemargos decided to pass the wealth tax through its balance sheet, for which the impact would be registered as a lower value of equity, rather than a lower bottom line as it will not affect the P&L. 9 From ColGAAP to IFRS | Special Report May 4, 2015 Infrastructure Companies in this sector are quite different as they have construction, concessions, real estate or a combination of these, even though the IFRS would have five main variables to keep in mind: i) Fair value: It is not mandatory for the IFRS to hire an external entity to valuate a company property, nevertheless locally it is necessary; globally, around 55% of valuations are made by outsourcing companies. Management must be responsible of good results no matter whether an external valuation was done. Properties under construction have to be valuated trough fair value method, unless it’s well demonstrated that is not possible to reach a reliable value. ii) Consolidation and joint arrangements: Nowadays certain projects are constructed under a separate vehicle; using for example a SPV where a separate financial statement is created, depending on the ownership, each SPV could be treated differently. If the stake is between 20% and 50% it is known as an associated company, and the equity method would be used for accounting purposes. On the other hand, if the stake is greater than 50% it will be considered as a subsidiary, where full consolidation will be used. Depending on each accounting measures, the impact on financial statements would be different. iii) Joint arrangements: This is a common practice on the real estate and construction sector; both companies maintain a joint control (50%-50%). Joint arrangements are classified in two different groups: joint operation and joint business. In this case the equity method will be used as either company has control over the entity. iv) Construction contracts: It is important to identify revenues and costs distribution among activities within the construction contract, the IFRS account for two types of contracts: i) Fix price where the contractor meets a fix amount or price for whole contract or product unit, and ii) marginal cost where the contractor receives income as a % of completion of those works already made including certain rate. Revenues and costs are recognized to the contractor if: a) it is possible to estimate the contract result in a reliable manner according to the percentage built, b) if it’s not possible to measure, the recognition is made over cost incurred, and c) if the result is a loss, then the whole loss is recognized. Measure of partial works could be recognized through physical measurement, according to the costs incurred or total cost forecast. v) Debt agreements: Companies will disclosure covenants information such as compliance levels, when a company fails to meet covenants they could change the financial liabilities classification in terms of time periods. It is worth having in mind that the consolidation of the SPVs would have a strong impact on consolidated financial results, given that those vehicles usually have high levels of leverage, meaning that we will probably see a strong increase in assets and liabilities, pressuring debt ratios to the roof. 10 From ColGAAP to IFRS | Special Report May 4, 2015 Holdings Grupo Sura and Grupo Argos, being holding companies, will have some specific impacts coming from the consolidation of their portfolio of enterprises, which will have a relevant impact on the estimation of earnings and balance sheet assets and liabilities. Grupo Sura: The company had been reporting the individual financial statements in quarterly results, with the arrival of international accounting will report its consolidated financial statements. This leads to a variation on the way in which we had seen the recognition of the revenues from Suramericana and Sura Asset Management; in the individual financial statements they were introduced through the equity method, now, under IFRS and taking into account that Grupo Sura will publish its consolidated financial statements, we will see the consolidation (line by line) of both investee companies. According to IFRS Grupo Sura will apply the equity method for the companies in which it holds 20% to 50% share; this means that the equity method will be registered for the investments in Grupo Argos, Grupo Nutresa and Grupo Bancolombia. In this vein, the holding’s earnings will increase since under COLGAAP the company recorded only the dividends received from the three aforementioned companies and, consequently, the P/E ratio of the company will contract. Segment reporting means that financial statements will reflect information by business or geographical area. In this respect, Grupo Sura will break down information by business (insurance, health, asset management and corporate, among others) and, probably, by entity (Suramericana and Sura Asset Management). In the opening balance, portfolio investments will be recorded at market price and will not be exposed to market fluctuations. Under IFRS the company will have to register the debt component of preferred shares as a liability; this component is calculated as the net present value of the minimum guaranteed preferred dividend, that in the case of Grupo Sura is COP 162,5/per share (0,5% of subscription price). The movement is estimated to be around USD 100mn - 120mn (a minor affectation), so we expect equity to diminish and liabilities to increase in this magnitude as well. Grupo Argos: Grupo Argos as a holding company will have the same impact of its main two pillars, Cementos Argos and Celsia, which both have exposure mainly to the accounting policy they will use to reflect the value of its long-lived assets, intangible assets, as well as the impacts of the determination of the deferred tax calculated on assets and liabilities under the method established by the international standards. In this line, Grupo Argos has a differentiation with Cementos Argos regarding the way they will reflect the wealth tax. Cementos Argos decided to reflect this wealth tax on its balance sheet, which means its P&L will not be hurt. However, Grupo Argos decided to reflect it in its P&L, so they will have to convert Cementos Argos’ financial statements in order to print the wealth tax on Cemargos’ P&L and not on its balance sheet, to then consolidate its financial results. With this in mind, we believe net income from Grupo Argos would be affected by this decision, given that in 1Q15 they has to reflect the FY2015 wealth tax. 11 From ColGAAP to IFRS | Special Report May 4, 2015 Additional impacts come from: Consolidation of its investment portfolio in Grupo Sura. Under the ColGAAP, Grupo Argos reflects the dividends coming from this investment on its P&L, while reflecting the investment at the average market price of the previous month or quarter in their balance sheet. Both impacts would change under the IFRS. First, they will reflect not only the dividends coming from its investment, but the portion of net income linked to its stake through the equity method, improving Grupo Argos’ P&L leaving all other factors constant. Secondly, they will reflect its investment at book value on their balance sheet, and as Grupo Sura usually trades below 1x P/BV, the net impact of this change would be positive for Grupo Argos’ assets and equity. Boceas. Grupo Argos currently has BOCEAS (bonds convertible into preferred shares) for about COP534,000mn with maturity on November 27th, 2015. This financial instrument is reflected as a liability under the ColGAAP but is reflected as equity under the IFRS which means we can see stronger financial indicators as net debt/equity, or net debt/EBITDA, among others. Preferred shares: Under the IFRS the company has to register the debt component of preferred shares as a liability; this component is calculated as the net present value of the minimum guaranteed preferred dividend, which in the case of Grupo Argos is COP4/per share above the dividend distributed to ordinary shareholders. Taking this into consideration with a discount rate of 10%, we calculate a total value of approximately COP7,000mn that will be out of equity and reflected as a long-term liability. As stated before when we talk about the cement industry, the most important impact would be their decision of reflecting its long-lived assets, mainly property, plant and equipment at historical cost or fair value. Cementos Argos has decided to reflect part of its PPE at historical cost, mainly machinery related with the core business which will eliminate from their balance sheet an important portion of its appraisals linked to those assets that would be reflected at historical cost. This negative impact in terms of the balance sheet would also affect the consolidation of Grupo Argos, given that its assets and equity could be negatively impacted, leaving other factors constant. Financials One of the most significant impacts for the banking industry is related to the methodology for the loan loss reserves. The local model of credit risk management, which fulfills the guidance and recommendations of the Basel Committee, implements the expected losses model; on the other hand, the provisioning scheme proposed by the IFRS is based on an incurred losses model, by which provisions are recognized only if there is objective evidence that a loss event has already occurred and if it can be reliably estimated; this means that the effects of future credit loss events cannot be considered even when they are expected. Although this is a simple method to apply, in the event of increased portfolio risk it is not possible to recognize the higher expected losses until the loss events have occurred. Thus, Colombian banks will report lower levels of portfolio provisions as lower cost of risk. In this sense we received guidance from Davivienda, which expects to revert a third of its total provisions. An additional impact will come through the implementation of IAS 9 and using the amortized cost method, loan origination costs (as sales force and credit bureaus fees, among others) will be recorded as an asset and are deferred and amortized over the expected life of the loan. Before applying international accounting, Colombian banks recorded those origination costs directly in the profit and loss statement. 12 From ColGAAP to IFRS | Special Report May 4, 2015 No goodwill amortization is registered under the IFRS; only annual impairment tests are required. Davivienda’s goodwill amortization from acquisitions of Granbanco, Corredores Asociados and the Central American subsidiaries (Costa Rica, El Salvador and Honduras) amounted to COP79,700mn in 2014, which represents 7.5% of annual net income; since Davivienda estimates that current goodwill will be classified 30% as intangible assets with finite useful life (3-20 years) and 70% as goodwill, we can expect an important decrease in the bank’s amortization expense. On the other hand, Grupo Aval recognized amortizations for COP166,700m in 2014, 6.5% of total net income, attributable to the acquisitions of BAC Credomatic, BAC Panamá, Banco de Bogotá, Banco de Occidente, Banco Popular, AV Villas, among others; although the management has not given any information, a complete or at least fairly significant decrease in amortization expense is also expected. Reclassification of home leasing to mortgage portfolio. This leads to lower provisions due to the mortgage guarantee. In this context, net income will benefit from lower amortizations, and will help offset the negative effects of the tax reform (let’s remember that Davivienda and Grupo Aval will register the wealth tax to equity, while Bancolombia will recognize it to the P&L). Another impact is that in accordance with the IFRS’ definition of control, Corficolombiana, Banco de Bogotá and Grupo Aval will consolidate Promigas. Income from Promigas will come through the “income from non-financial sector” line rather than the “dividend income” line. Consumption Companies in the consumption sector are expected to see its major effects in items like goodwill and brands recognition, inventories, PPE, and coverage accounting. With goodwill and brands each accounting for about 10% of assets around the world any change in regard to this topic is expected to be influential. As previously indicated, goodwill and branding in the IFRS are treated in IAS38 and are a key subject among intangibles’ management. Overall, no goodwill amortization is allowed under the IFRS but annual impairment tests are required. For instance, in Grupo Exito’s 2014 annual results, goodwill coming from its historical acquisitions of Carulla Vivero, Spice Investments Mercosur, Super Inter, among others, rose to COP2bn/USD822mn, that would not be amortized under the IFRS, and instead will be tested for a yearly impairment. This difference according to our numbers could lead to lower amortizations on the P&L for about COP90,571mn/USD37mn, representing 19% of 2014 net income. In the case of Grupo Nutresa, goodwill represented a total of COP1.48bn/USD602mn at the end of 2014, with amortizations to the P&L for COP78,657mn/USD32mn, representing 21% of net income for FY2014. On the same front, we have appraisals linked to its PPE of COP1.37bn for Grupo Exito and COP1.43bn for Grupo Nutresa, which will go to PPE and print higher depreciations on the P&L or would be eliminated depending on the way each company will reflect its PPE at fair value or historical cost. As an example, in the following table you will see two comparisons, Grupo Exito vs. Cencosud (Chile) and Grupo Nutresa vs. Nestle, to see the difference in depreciation of useful lives. 13 From ColGAAP to IFRS | Special Report May 4, 2015 Table 2 – Grupo Exito and Grupo Nutresa’s depreciation lives comparison Grupo Éxito* Cencosud Grupo Nutresa* Nestle Construction and buildings 20 25 - 60 years 20 years 20-40 years Machinery and equipment 10 7-20 years 10 years 10-25 years Transportation equipment 10 1-5 years 5 years 3-8 years Office equipment 10 7-15 years 10 years 3-10 years Computers and POS scanning equipment 5 3-7 years 5 years 3-10 years *Grupo Exito and Grupo Nutresa, Colombian useful lives methodology. Source: Grupo Bancolombia, Grupo Exito, Grupo Nutresa, Cencosud, Nestle With this in mind, keeping other variables constant, we believe that the bottom line of consumption companies will have a positive impact on its P&L, as the elimination of the amortization of goodwill, at the same time that the expected increase in useful lives and its positive impact on depreciations, will lead to better results, which will also have a positive impact on profitability margins such as return on equity and return on assets, and P/E multiples. However, as we mentioned before, this positive impact will depend on management’s decision on how to reflect PPE on the balance sheet, at historical cost or at fair value. With this in mind, we believe that Grupo Nutresa will have a net effect on its bottom line, given that the potential decrease in the amortization of goodwill and higher useful lives will be offset by higher depreciations coming from reflecting its PPE at fair value. 14 From ColGAAP to IFRS | Special Report May 4, 2015 Equity Sales Equity Research Rupert Stebbings Jairo Agudelo Equity Markets Vice President Head of equity research [email protected] [email protected] +574 6045138 +574 6047048 Natalia Agudelo Parra Juan Camilo Dauder Sánchez Equity Sales Head Energy Analyst [email protected] [email protected] +574 6045144 +574 6049821 Maria Paula Cortés Durán Fixed Income Pablo Caicedo Head Financial & Small Cap [email protected] +571 353 6600 ext. 37387 VP International Business [email protected] Diego Buitrago Aguilar +571 488 6000 Energy Analyst [email protected] Economic Research +571 7463984 ext. 37307 Juan Pablo Espinosa German Zúñiga Saavedra Head of Economic Research Infrastructure and Industry Analyst [email protected] [email protected] +571 7463991 ext. 37313 +574 6047045 Alexander Riveros Senior Economist [email protected] +571 7463980 ext. 37303 Federico Perez Garcia Oil & Gas Junior Analyst [email protected] +574 6048172 Research Assistant Claudia Restrepo Research Editor [email protected] +574 404 3809 15 From ColGAAP to IFRS | Special Report May 4, 2015 TERMS OF USE This report has been prepared by Analysis Bancolombia a research and analysis department at Grupo Bancolombia. 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