FRS102 – 2nd triennial review

The Financial Reporting Council (FRC) published a Financial Reporting Exposure Draft (FRED 82) on 15 December 2022 (with a project update on the 29 September 2023), which proposes a number of changes to FRS 102, following the second periodic review of the regulation and other financial reporting standards. 

Summary of potential changes

These proposals include:

• a new model of revenue recognition (for FRS 102 and FRS 105)
• a new model of lease accounting (for FRS 102 only)
• various other incremental improvements and clarifications. 

The aim of this second periodic review was to produce amendments to FRS 102 to better align the Standard to IFRS, incorporating the IASB’s latest proposed changes to the international financial reporting requirements. Indeed, for those who already prepare their financial statements under IFRS, the above changes will already be familiar to them.  

Remember this will impact on all entities that account under FRS102 including charities.   

One area which doesn’t follow IFRS is that the FRC has decided to defer the alignment of the Expected Credit Loss Model for the impairment of financial assets within IFRS 9: Financial Instruments, choosing to retain an incurred loss model for FRS 102 reporters. 

When will this be effective from?

These proposed changes are expected to come into effect for periods beginning on or after 1 January 2026. Early adoption is permitted, and certain transition reliefs will be available. 

What are the key changes?

The detail of the changes in the 2 key areas are included below: 

Revenue recognition 

A new FRS 102 Section 23 Revenue is proposed, setting out a five-step model aligned to IFRS 15. This will require businesses to perform five key actions: 

1. Identify a contract with a customer
2. Identify promises within the contract
3. Determine the transaction price
4. Allocate the transaction price to the promises
5. Recognise revenue when or as the entity satisfies the promise 

Depending on the business and contractual arrangements in place, this could result in significant changes to the pattern of revenue recognition.  

Leases 

The FRC is also raising a new FRS 102 Section 20 Leases, which will require almost all leases to be brought on the balance sheet if you’re a lessee.  

Accounting for lessors will remain largely unchanged.  

These new requirements mean recognising a right-of-use (ROU) asset in respect of the lease contract, and a corresponding lease liability, being the present value of remaining payments under the lease. 

The ROU asset will comprise: 

• the present value of the lease liability, plus 
• payments made before commencing the lease; less 
• any lease incentives; plus 
• direct costs and rectification costs. 

The lease liability will need to be discounted using the interest rate implicit in the lease. If that rate can’t be readily determined, the company’s incremental borrowing rate should be used. 

Any difference between the ROU asset value and lease liability is shown as an adjustment to opening reserves on the transition date (for example, 1 January 2025). 

The ROU asset needs to be depreciated over the remaining term of the lease, and the lease liability unwound as cash payments are made. The result is that the operating lease expense is replaced by a depreciation charge on the ROU asset, and a finance charge on the lease liability. 

There are certain exemptions. If you have leases with less than 12 months remaining at the transition date or leases for assets of low value (under IFRS this is $5,000 or less), these can continue to be accounted for as operating leases, taking the rent expense to profit or loss over the course of the lease term. 

Businesses won’t be required to go back and reconsider whether an arrangement constituted a lease prior to the transition date. Furthermore, no prior year restatement will be required – the impact of the transition will be posted as an adjustment to opening reserves on the transition date. 

What does this mean for your business?

Revenue 

In terms of revenue recognition, businesses most likely to be impacted by these changes will be businesses that have long-term contracts or provide services, such as telecoms providers, professional services and construction companies – rather than ship and bill businesses. 

Finance teams should analyse their customer contracts to identify whether amended terms need to be issued, particularly if contractual relationships don’t demonstrate: 

• distinct promises within the contract 
• a transaction price that can be allocated to those promises 
• an enforceable right to payment for work completed to date. 

Contract terms will direct the accounting conclusion on whether revenue can be recognised over time, or at a point in time. This may lead to significant changes to the way revenue was previously recognised.  

Current FRS 102 guidance focuses more on when risks and rewards are transferred to the customer, rather than when promises under the contract are fulfilled. 

Leases 

Any business with operating leases, as a lessee, will see substantial changes to their EBITDA figures, and balance sheet presentation because of the amendments.  

Entities with lease portfolios of retail spaces, vehicle fleets, or other such properties will be significantly impacted.  

Operating profit is expected to increase, as part of the cost of the lease will now sit in finance costs, and both gross assets and liabilities will increase as a result of the on-balance sheet lease commitments. 

What do you need to start thinking about?

Revenue: 

• Collating and analysing your customer contracts 

Leases: 

• Ensuring your lease data is complete and accurate. Finance teams need to determine the appropriate borrowing rates attached to each lease, and the lease term (taking into account options to extend, or terminate, if these are reasonably certain to be exercised). 

The key is to ensure that your business has systems set up well in advance of the transition date to capture all relevant information.  

What could this impact?

Lending facilities: 

• Organisations should start talking to their lenders now if they have debt covenants involving EBITDA measures or other metrics linked to the balances impacted by these changes. 

Earn out agreements: 

• These may need to be reconsidered, if they depend on certain profit targets. 

How can we help you get ready for changes to FRS 102?

These changes may have significant effects for some businesses, so it is important to start preparing early so that you are ready for the 1 January 2026. 

If you’re not sure how the changes affect your business, please contact our expert below who can help you understand the implications and prepare your accounts in plenty of time.