1. Prodaja potraživanja - faktoring ugovori
Prodaja potraživanja - faktoring ugovori

2. Sadržaj
Prodaja potraživanja - faktoring ugovori MRS 39 smernice za prestanak priznavanja Šta znači prenos finansijskih sredstava? Primer faktoringa Zahtevi za obelodanjivanje Zaključak
During the 45 minutes session, we will cover two hot topics: 1) Receivables factoring arrangements and 2) Presentation of the financial statements of entities without equity.
1) The first part is “Receivables factoring arrangements”. As companies are paying more and more attention to their liquidity and debt collection activities, they enter into transactions with financial institutions, including factoring, with different options. Therefore derecognition of financial assets (i.e. trade receivables) becomes more and more often a hot issue for audit teams.
In addition, there are some changes in IFRS 7 on disclosures that relate to derecognition of financial assets. We will illustrate the most relevant of these changes on an exercise.
The 20 minutes session on receivables factoring arrangements aims to raise participants attention to this topic because there are lots of transactions of this type happening in practice in all CEE.
Note: We can not cover everything in this 20 minutes but we can deliver some key messages and useful practical examples that may stick in memory.

3. Prenos finansijskih sredstava
Šta označava prenos?
(a) Prenos prava po osnovu ugovora da se prime tokovi tokovi po osnovu finansijskog sredstva; ili
Naplata tokova gotovine u ime trećeg lica u svojstvu zastupnika (‘ako su se stekli uslovi za prenos finansijskog sredstva’)
An entity derecognises financial assets when (1) it transfers them and (2) the transfer qualifies for derecognition.
What is transfer of financial assets?
When we transfer the right to receive cash flows of the asset
Example?
Factoring transaction – we sell our receivables to the factoring company, so the factoring company has now the right to receive cash from our debtors.
When we retain the right to cash but we have to pay it in a pass-trough arrangement as an agent collecting the cash flows on behalf of another party.
We do not go into detail of pass-through arrangements.
If anyone asks, extract from IAS 39 with conditions that have to be met in order for the arrangement to be a qualifying pass-through:
19. When an entity retains the contractual rights to receive the cash flows of a financial asset (the 'original asset'), but assumes a contractual obligation to pay those cash flows to one or more entities (the 'eventual recipients'), the entity treats the transaction as a transfer of a financial asset if, and only if, all of the following three conditions are met.
The entity has no obligation to pay amounts to the eventual recipients unless it collects equivalent amounts from the original asset. Short-term advances by the entity with the right of full recovery of the amount lent plus accrued interest at market rates do not violate this condition.
The entity is prohibited by the terms of the transfer contract from selling or pledging the original asset other than as security to the eventual recipients for the obligation to pay them cash flows.
c) The entity has an obligation to remit any cash flows it collects on behalf of the eventual recipients without material delay. In addition, the entity is not entitled to reinvest such cash flows, except for investments in cash or cash equivalents (as defined in IAS 7 Statement of Cash Flows ) during the short settlement period from the collection date to the date of required remittance to the eventual recipients, and interest earned on such investments is passed to the eventual recipients.

4. Prenos finansijskih sredstava
Kada se prenos kvalifikuje za prestanak priznavanja finansijskog sredstva?
Zavisi od rizika i koristi:
Kada Društvo prenese u značajnoj meri sve rizike i koristi od vlasništva nad finansijskim sredstvom, ono tada prestaje da dalje priznaje finansijsko sredstvo;
Kada Društvo u značajnoj meri zadržava rizike i koristi od vlasništva nad finansijskim sredstvom, ono tada nastavlja sa priznavanjem tog sredstva.
Kada Društvo ne vrši prenos niti zadržava u značajnoj meri rizike i koristi, utvrđuje se da li je Društvo zadržalo kontrolu nad sredstvom:
Ako Društvo nije zadržalo kontrolu nad sredstvom, ono tada prestaje sa priznavanjem sredstva;
Ako je Društvo zadržalo kontrolu nad sredstvom, ono tada priznaje finansijsko sredstvo do nivoa stalnog učešća u finansijskom sredstvu.
When an entity transfers a financial asset (see paragraph 18 of IAS 39), it shall evaluate the extent to which it retains the risks and rewards of ownership of the financial asset. In this case:
(a) if the entity transfers substantially all the risks and rewards of ownership of the financial asset, the entity shall derecognise the financial asset and recognise separately as assets or liabilities any rights and obligations created or retained in the transfer.
(b) if the entity retains substantially all the risks and rewards of ownership of the financial asset, the entity shall continue to recognise the financial asse
(c) if the entity neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset, the entity shall determine whether it has retained control of the financial asset. In this case:
(i) if the entity has not retained control, it shall derecognise the financial asset and recognise separately as assets or liabilities any rights and obligations created or retained in the transfer.
  (ii) if the entity has retained control, it shall continue to recognise the financial asset to the extent of its continuing involvement in the financial asset (see para 30 of IAS 39) 

5. Da vidimo kako to izgleda u praksi:
FAKTORING TRANSAKCIJE
Koji rizici i koristi mogu nastati?
Explain to participants that to evaluate a certain fact pattern, they need to understand the flowchart in IAS 39.AG36 and risks and rewards analysis.
So what risks can be included within trade receivables:
Credit risk – debtors not paying at all
Late payment risk – who is paying interests?
The participants also have to know that they need to make sure whether the risks are really applicable for the entity.
EXAMPLE - ACC MANUAL below – discuss briefly..
In the next slides we will go through examples.
PwC Accounting Manual – FI Where it is unclear whether the entity has retained (or transferred) substantially all the risks and rewards of ownership, it must evaluate the variability of the transferred asset's cash flows before and after the transfer as discussed in paragraph 8.57 above. If this comparison shows that the entity’s exposure to the variability in the present value of the future net cash flows (discounted at the appropriate current market interest rate) from the financial asset does not change significantly as a result of the transfer, the entity is regarded as having retained substantially all the risks and rewards of the asset's ownership. [IAS 39 para 21]. Sometimes it can be difficult to perform a quantitative analysis of risks and rewards. Consider the following example.
Example - Determining a transfer of risks and rewards in a factoring arrangement with recourse
Entity A transfers a portfolio of trade receivables to a factor. The factor assumes the default risk of the transferred receivables, whereas entity A retains the late payment risk by paying interest on overdue amounts to the factor based on LIBOR plus a margin. The trade receivables transferred have a history of no defaults and no late payment since the start of the business relationship between entity A and the customers.
As noted in paragraph 8.61, the risks and rewards test should consider whether entity A’s retained risks and rewards after the transfer (that is, the variability due to late payment risk) is no longer significant in relation to the total risks and rewards associated with the financial asset before the transfer (that is, taking into account both the risk of default and the risk of late payment). It is a relative rather than an absolute test. The lack of observed defaults and late payments does not justify an assumption that there are no risks attached to the receivables transferred to the factor. There are small, as yet unobserved, default and late payment risks attached to the receivables. In the absence of any observable data the risks and rewards test should be performed by looking to both qualitative and quantitative factors. The objective is to gain insight into the economics of the default and the late payment risks so as to be able to assess their relative significance.
Qualitative questions to be addressed could include:
How are late payment and default risk managed by entity A? The amount of resources entity A devotes to managing a risk might indicate the relative importance it attaches to that risk.
If the factor is in general unwilling to assume late payment risk, why is this?
If the factor is willing to assume the late payment risk as well as the default risk it has actually assumed, what price would/does it charge?
In addition to completing the risks and rewards analysis, entity A should consider quantitative aspects, including using index information of peers or industries to approximate the default risk and the late payment risk inherent in the portfolio of receivables transferred to the factor. Using this information may make the result of the risks and rewards analysis clear.
In other cases, it might be necessary to build a model that encompasses all the data and information gathered and, therefore, come up with a numerical computation of risks and rewards. The modelling of risks and rewards irrespective of any observable data is a challenging task and will be subject to simplifications and assumptions.
To the extent that the qualitative factors indicate that a significant risk has been retained, the entity should be able to demonstrate objectively that the late payment risk is not significant in order to achieve derecognition. Such a quantitative analysis should use data that is relevant to the receivables being factored.

6. Prilog 1 – Scenario 1
Scenario 1 Društvo A prodaje potraživanja “Faktor”-u i izdaje garanciju na pun iznos glavnice.
Da li su svi rizici i koristi u značajnoj meri preneti?
Da li Društvo A ima pravo da prestane sa priznavanjem potraživanja?
See handout
3-5 minutes to read through and discuss
The Company A entered into the transactions with factoring company (Faktor) to factor their receivables with the following conditions:
- The Company A sells receivables from its debtors to Faktor at carrying amount of outstanding principal (excluding any interest), and receives the sale proceeds in cash immediately.
- The debtors acknowledge this sale, and agree to pay to Faktor the owed amount based on a defined schedule. The debtors also agree to pay to the Faktor late interest fees if they will be in delay with their payment.
- Faktor becomes legal owner of the receivables and nothing prohibits the Faktor to further sell the receivables.
- The Company A pays an initial transaction fee to Factor.
- In a separate contract, Company A provides a guarantee to Faktor for full payment of receivables (including principal, accrued interest and any other related cost). The guarantee can be utilized when the debtors do not settle their receivables (including late payment interest fees) on or after 60 days from scheduled repayment date.
Questions:
1) What risks are transferred to Faktor and what risks stay with the Company A?
2) What is the accounting treatment?
3) What are applicable disclosure requirements in the financial statements of Company A?

7. Prilog 1 – Scenario 1
Računovodstveni tretman Društvo A je zadržalo i (a) kreditni rizik i (b) rizik od kašnjenja u naplati; A treba da iskaže finansijsku obavezu po osnovu novčanih sredstava koje je primilo; Potraživanja treba da ostanu u bilansu stanja i da se prikažu zasebno [vidi MRS 39.37]; Obavezna obelodanjivanja MSFI 7.42D.
See also handout with solutions:
[IE THE INFORMATION CONCERNING THE ANSWER AND DISCLOSURE REQUIREMENTS IS NOT IN THE PARTICIPANT SLIDES BUT IN THE SOLUTIONS HANDOUT TO BE DISTRIBUTED AT THE END OF THE SESSION]
The transaction Company A entered into with Faktor is the typical example of factoring with full recourse. Company A has transferred its rights to receive the cash flows from the receivables from its debtors, but it did not transfer substantially all the risks and rewards of ownership of the receivables. This is because they have given the guarantee to Faktor, according to which their maximum possible exposure is to repay all of the receivables together with the interest and related costs. Although such a situation is unlikely, in accordance with the contract Company A has to compensate Faktor for all credit losses that may occur. Therefore Company A has retained both credit risk and late payment risk, so they shall continue to recognise the receivables. Company A will also have to recognise a financial liability for the money received from Faktor. The receivables and financial liability cannot be offset. In subsequent periods, Company A recognises income on transferred assets and expense on the financial liability - and should not offset them in the income statement. It will be able to derecognise the receivables once the guarantee expires.
Under IAS 39.37, the receivables will have to be reclassified in balance sheet and presented separately, eg as ‘pledged receivables’, in case when the factoring company has the right to sell or repledge the receivables.
IAS If a transferor provides non-cash collateral (such as debt or equity instruments) to the transferee, the accounting for the collateral by the transferor and the transferee depends on whether the transferee has the right to sell or repledge the collateral and on whether the transferor has defaulted. The transferor and transferee shall account for the collateral as follows:
If the transferee has the right by contract or custom to sell or repledge the collateral, then the transferor shall reclassify that asset in its statement of financial position (eg as a loaned asset, pledged equity instruments or repurchase receivable) separately from other assets.
If the transferee sells collateral pledged to it, it shall recognise the proceeds from the sale and a liability measured at fair value for its obligation to return the collateral.
If the transferor defaults under the terms of the contract and is no longer entitled to redeem the collateral, it shall derecognise the collateral, and the transferee shall recognise the collateral as its asset initially measured at fair value or, if it has already sold the collateral, derecognise its obligation to return the collateral.
Except as provided in (c), the transferor shall continue to carry the collateral as its asset, and the transferee shall not recognise the collateral as an asset.
NEMA ISKNJIŽAVANJA !!!

8. Prilog 1 – Scenario 1
Zahtevi za obelodanjivanjem: Priroda sredstava prenetih na drugo pravno lice: Potraživanja po osnovu prodaje Zadržani rizici i koristi (od vlasništva): Društvo je izdalo garanciju koja pokriva glavnicu i kamatu, kao i zateznu kamatu u slučaju kašnjenja u naplati. Priroda odnosa između sredstava prenetih na drugo pravno lice i obaveza nastalih u vezi sa prenosom: potraživanja po osnovu prodaje u iznosu od X predstavljaju važeći instrument obezbeđenja obaveze iz faktoringa u iznosu od Y, a prema faktoring aranžmanu sa pravom regresa.
Refer to disclosure requirements in IFRS 7.42D. These are summarised on the slide and walk the participants through the disclosure requirements. Note that these new disclosures are effective for the first time for the 31 December 2012 year-end.
42D An entity may have transferred financial assets in such a way that part or all of the transferred financial assets do not qualify for derecognition.
To meet the objectives set out in paragraph 42B(a), the entity shall disclose at each reporting date for each class of transferred financial assets that are not derecognised in their entirety:
(a) the nature of the transferred assets.
(b) the nature of the risks and rewards of ownership to which the entity is exposed.
(c) a description of the nature of the relationship between the transferred assets and the associated liabilities, including restrictions arising from the transfer on the reporting entity’s use of the transferred assets.
(d) when the counterparty (counterparties) to the associated liabilities has (have) recourse only to the transferred assets, a schedule that sets out the fair value of the transferred assets, the fair value of the associated liabilities and the net position (the difference between the fair value of the transferred assets and the associated liabilities).
(e) when the entity continues to recognise all of the transferred assets, the carrying amounts of the transferred assets and the associated liabilities.
(f) when the entity continues to recognise the assets to the extent of its continuing involvement (see paragraphs 20(c)(ii) and 30 of IAS 39), the total carrying amount of the original assets before the transfer, the carrying amount of the assets that the entity continues to recognise, and the carrying amount of the associated liabilities.

9. Potraživanja po osnovu prodaje po amortizovanoj vrednosti
Handout 1 – Scenario 1
Zahtevi za obelodanjivanjem:
Tabela treba da izgleda ovako:
Potraživanja po osnovu prodaje
po amortizovanoj vrednosti
Knjigovodstvena vrednost sredstava koja su predmet faktoringa X
Knjigovodstvena vrednosti obaveza povezanih sa njima Y
Refer to disclosure requirements in IFRS 7.42D.
When the entity continues to recognise all of the transferred assets, it should disclose the carrying amounts of the transferred assets and the associated liabilities.
In the case of our example, the lender (Faktor) has recourse to all of the assets of the company as it fully guaranteed the credit risk of the receivables and in case of default, the performance of the guarantee is covered by all of the company’s assets.
In some transactions, such as securitisation transactions, when the lender provides a senior loan to an SPE, the lender would often have recourse only to the receivables exiting in the SPE. In such a case, there is a new disclosure requirement in IFRS 7 as follows: when the counterparty (counterparties) to the associated liabilities has (have) recourse only to the transferred assets, a schedule should be disclosed that sets out the fair value of the transferred assets, the fair value of the associated liabilities and the net position (the difference between the fair value of the transferred assets and the associated liabilities). See example on the slide

10. Kolateralizovana potraživanja
Handout 1 – Scenario 1
Zahtevi za obelodanjivanjem:
Da je zajmodavac samo imao pravo na regres nenaplaćenih potraživanja bio bi dužan da prikaže i sledeće informacije (što nije slučaj u Primeru 1):
Kolateralizovana potraživanja
Fer vrednost prenetih sredstava Z
Fer vrednost obaveza povezanih sa njima W
Stanje, neto
Z - W
Refer to disclosure requirements in IFRS 7.42D.
When the entity continues to recognise all of the transferred assets, it should disclose the carrying amounts of the transferred assets and the associated liabilities.
In the case of our example, the lender (Faktor) has recourse to all of the assets of the company as it fully guaranteed the credit risk of the receivables and in case of default, the performance of the guarantee is covered by all of the company’s assets.
In some transactions, such as securitisation transactions, when the lender provides a senior loan to an SPE, the lender would often have recourse only to the receivables exiting in the SPE. In such a case, there is a new disclosure requirement in IFRS 7 as follows: when the counterparty (counterparties) to the associated liabilities has (have) recourse only to the transferred assets, a schedule should be disclosed that sets out the fair value of the transferred assets, the fair value of the associated liabilities and the net position (the difference between the fair value of the transferred assets and the associated liabilities). See example on the slide

11. Prilog 1 – Scenario 2
Scenario 2 Društvo A prodaje potraživanja Faktoru i plaća kamatu do 90 dana od datuma ugovorene naplate; kreditni rizik je prenet na Faktora.
Da li su svi rizici i koristi u značajnoj meri preneti?
Da li Društvo A ima pravo da prestane sa priznavanjem potraživanja?
See handout
3-5 minutes to read through and discuss

12. ISKNJIŽAVANJE SA STALNIM UČEŠĆEM!!!
Prilog 1 – Scenario 2
Ključna razmatranja: Društvo mora da izvrši analizu rizika i koristi od vlasništva; Da li Društvo A zadržava kontrolu nad prenetim potraživanjima? Koji iznos novca Društvo A treba da plati?
ISKNJIŽAVANJE SA STALNIM UČEŠĆEM!!!
See handout:
In the analysed factoring agreement Company A transferred the rights to cash flows from its trade receivables to Faktor. The factoring is without recourse, so the credit risk is transferred to Faktor. However, the Company A retains late payment risk (up to 90 days from the maturity date of invoice).
In order to determine accounting treatment for such a factoring transaction, Company needs to perform risk and rewards analysis. It is essential to understand whether late payment risk and credit risks are significant for the receivables transferred.
After such analysis, if both credit risk and late payment risk are significant, it seems Company A neither transfer nor retain substantially all the risks and rewards, and it needs to assess whether it still has control over the receivables. In our scenario Company A has control, as it needs to be informed about the payments in order to calculate interest on late payment. In such a situation, is accordance with IAS 39.20(c)(ii), Company A shall continue to recognise the part of receivables for which the advance payment was made to the extent of its continuing involvement.

13. Prilog 1 – Scenario 2
Obračun stalnog učešća: [Kamatna stopa] * [Izliženost] * [Maksimalni period za koji bi bila obračunata zatezna kamata ] Koristeći podatke iz primera: 10% p.a.*$ 1,000*90 / 365 dana = $ 25 Dodatno, treba da procenimo fer vrednost garancije, recimo da je $ 2. Obaveza po osnovu stalnog učešća je (i) garantovani iznos plus (ii) fer vrednost garancije [IAS39.AG48]
Knjigovodstveni stavovi:
Dr Gotovina primljena od Faktora 1,002
Cr Potraživanja od prodaje 1,000
Dr Stalno učešće u prenetim sredstvima
Cr Obaveza prema Faktoru
Dr/Cr Dobitak-gubitak od prodaje
Please note that we did not expect the participants to calculate the continuing involvement asset / liability, but for completeness we will explain what the accounting for the continuing involvement will be, using illustrative amounts
The continuing involvement asset shall be measured at a lower of:
(a) the carrying amount of the transferred asset; and
(b) the maximum amount that the entity could be required to repay [see IAS 39.AG48A].
In accordance with the contract the maximum amount that the Company may be required to repay for assuming the late payment risk is as follows:
= interest rate * receivables balance * maximum term for which the interest will be charged in case of delay.
Using illustrative amounts on the slide, we calculated $ 25.
In addition, we need to know how much is the fair value of the guarantee for the late payment risk. Using illustrative amounts on the slide, we assume $ 2.
Under IAS 39.AG48, the continuing involvement liability is (i) guarantee amount plus (ii) fair value of the guarantee. In our case, this is = 27.
The double entries are on the slide. Assuming that amortised cost of the receivables approximated their fair value, there will not be any gain or loss. The Faktor paid 1000 for the receivables and 2 for the guarantee, so the company received 1002 in total. The fair value of the guarantee of 2 will be amortised to P&L over the period of the guarantee. The carrying value of the asset of 25 will be decreased by impairment losses caused by payment delays. The liability will also be reduced by settlements of payment delays to the Faktor. At expiry date, any remaining asset will be offset against any remaining liability that is not due for settlement [IAS39.AG48].

14. Faktoring aranžmani – Potrebno je zapamtiti
Razumeti ugovore.
Izvršiti analizu rizika i koristi.
Definisati da li je društvo zadržalo kontrolu ili ne?
Tražiti pomoć od revizora ukoliko se javi problem.
Potraživanja / kolateral koje prenosilac može ponovo da proda odnosno založi kao instrument zaštite prikazuje se odvojeno u izveštaju of finansijskom položaju [MRS 39.37].
Ne smeju se zaboraviti novi zahtevi MSFI 7 u pogledu obelodanjivanja prenosa finansijskih sredstava [MSFI 7.42A to 42H].
The participants need to know that they need to understand the agreement client enters into. They can be similar, but may have different clauses. They need to make sure they clearly understand the contract.
The following questions shall be always asked:
What happens if the debtor is not paying? Are there any guarantees included?
What happens if the debtor pays too late?
Is the entity charged any interest from the date of receiving the money to the day debtor pays to factoring company?
Does the company retains any control?
Participants should also remember the requirements in IAS to present the pledged financial assets separately in the balance sheet and recognise that IFRS 7 was amended and new extensive disclosures are applicable to transfers of financial assets.

15. Pitanja?

16. Hvala na pažnji!