IFRS & Financial Reporting Update. Presented by: Diane McDonald, CPA, CA

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1 IFRS & Financial Reporting Update Presented by: Diane McDonald, CPA, CA

2 IFRS: What s New Issues in adoption so far o What the Regulators have to say o IFRS Discussion Group o Industry Viewpoints New and revised standards o Effective dates o For 2012, 2013 and 2014 financial statements o Projects in the pipeline smytheratcliffe.com 2

3 IFRS - Where Are We At? Word is. IFRS transition went well smytheratcliffe.com 3

4 OSC Staff Notice Office of the Chief Accountant, Financial Reporting Bulletin, released February 2012 Addresses following IFRS accounting issues: 1. Business combinations Method of acquisition accounting Step acquisitions Transactions outside business combinations Disclosures smytheratcliffe.com 4

5 Issues Continued: OSC Staff Notice Common control business combinations 3. Impairment 4. Critical Judgements and Sources of Estimation Uncertainty 5. Going concern 6. Non-GAAP Measures and Additional GAAP Measures smytheratcliffe.com 5

6 CSA Staff Notice Released July 2012 in connection with continuous disclosure reviews through March 31, 2012 Addresses the following additional IFRS accounting issues: Asset retirement obligations Classification of liabilities as current Business combination disclosures Flow through shares smytheratcliffe.com 6

7 Regulator Focus 2013 Disclosure of critical judgements and sources of estimation uncertainty Business acquisitions Impairment of assets Additional GAAP measures Accounting policy disclosures Going concern disclosures Provisions Fair value measurements Debt classification as current liabilities Statement of comprehensive income supplementary disclosures smytheratcliffe.com 7

8 Emerging Markets OSC Staff Notice , March 20, 2012 Regulator definition based on characteristics: Mind and management largely outside of Canada and Principal operations outside of Canada; often located in Asia, Africa, South America and Eastern Europe smytheratcliffe.com 8

9 Emerging Markets 4 principle concerns: Level of issuer governance and disclosure Adequacy of audit function Adequacy of due diligence processes conducted by underwriters in offerings Nature of the exchange listing process smytheratcliffe.com 9

10 Emerging Markets OSC Staff Notice released October 2012 to provide more guidance entitled: Issuer Guide for Companies Operating in Emerging Markets To access, go to: smytheratcliffe.com 10

11 IFRS Discussion Group Purpose o Identify issues in IFRSs o Discuss different views o Recommend to AcSB whether to refer to IASB or IFRS Interpretations Committee 19 members meet 4 times per year Live audio webcasts archived & minutes of meetings available To access, go to: smytheratcliffe.com 11

12 IFRS Discussion Group Wide range of topics discussed. Current topics include: Share purchase warrants Denominated in other than functional currency Modifications Meaning of significant or prolonged decline in fair value Impairment of Exploration & Evaluation (E&E) assets if market capitalization is below their carrying value Transitions issues on adoption of IFRS 10 and 11 smytheratcliffe.com 12

13 Industry Viewpoints - Mining CICA and Prospectors and Developer Association of Canada (PDAC) released non-authoritative guidance: 1)Functional currency 2)Flow-through shares 3)Phases of activities 4)Farm-out arrangements in the exploration and evaluation phase 5)Exploration and evaluation expenditures 6)Impairment of Exploration and Evaluation Assets 7)Commencement of commercial production 8)Depletion of a mine in the production phase 9)Asset acquisition versus Business Combination To access, go to: smytheratcliffe.com 13

14 Industry Viewpoints - Mining Asset Acquisition versus Business Combination Nothing to do with the legal form of the acquisition, i.e. share purchase vs. net assets A business combination is the acquisition of an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return So is the acquisition of a mining project a business? smytheratcliffe.com 14

15 Industry Viewpoints - Mining Asset Acquisition versus Business Combination Consider: o What inputs are you acquiring? o What processes does the operation have? o To what extent does the acquired mineral project have resources or reserves? o At what stage is the project at in the life of mine? o How significant are costs to move to next phase? o Do you have permits for production? o Can you access customers? smytheratcliffe.com 15

16 IFRS New and Revised Minimal new standards and few revisions Changes impacting 2012 reporting minimal But will be a significant year smytheratcliffe.com 16

17 New & Revised IFRS Rate regulated entities adoption date deferred to January 1, 2014, but reporting issuers must obtain exemptive relief from Canadian Securities Regulators New Standard: 1. New IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine smytheratcliffe.com 17

18 New & Revised IFRS Revised Standards: 1. Amendments to IAS 32 Financial Instruments Presentation & IFRS 7 Financial Instruments Disclosures re Offsetting rules 2. Amendment to IFRS 9 to delay effective date 3. Amendments to IFRS 10, 11 and 12: Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transitional Guidance 4. Amendment to IFRS 10 with respect to Investment Companies Annual Improvements to Various IFRS/IAS smytheratcliffe.com 18

19 IFRS: Effective Dates Standard Title Effective Date IFRS 7 (Rev d) IAS 12 (Rev d) IAS 1 (Rev d) Financial Instrument: Disclosures re transfers of assets Deferred Taxes Investment Properties Presentation of Comprehensive Income July 2011 January 2012 July 2012 IAS 19 (Rev d) Employee Benefits January 2013 IFRS 10 Consolidated Financial Statements January 2013 IFRS 11 Joint Arrangements January 2013 IFRS 12 Disclosure of Interests in Other Entities January 2013 smytheratcliffe.com 19

20 IFRS: Effective Dates Standard Title Effective Date IFRS 13 Fair Value Measurement January 2013 IFRIC 20 IFRS 7 (Rev d) IAS 32 (Rev d) IFRS 10 (Rev d) Stripping Costs in the Production Phase of Surface Mine Financial Instrument: Disclosures re Offsetting Financial Instrument: Presentation re Offsetting Consolidation re Investment Entities January 2013 January 2013 January 2014 January 2014 IFRS 9 Financial Instruments January 2015 smytheratcliffe.com 20

21 Effective Dates When are IFRS standards effective in Canada? Only when adopted by CICA Accounting Standards Board (AcSB) smytheratcliffe.com 21

22 Effective for Calendar 2012 Revision to IFRS 7 Financial Instrument: Disclosures o Supplemental disclosures if financial assets are transferred but not derecognized o For example: A/R are factored or securitized Revision to IAS 12 Deferred Taxes o Presumption that temporary differences on investment properties and P/P&E recorded at fair value should be measured at a tax rate applicable upon sale smytheratcliffe.com 22

23 Effective for Calendar 2013 smytheratcliffe.com 23

24 Amendment to IAS 1 Presentation of Comprehensive Income Effective date: financial years beginning on or after July 1, 2012 Transition: Prospective Impact: Require components of OCI to be grouped between Items that will be recycled to P&L Those that will never go to P&L One or two statement presentation still allowed smytheratcliffe.com 24

25 Amendment to IAS 1 Presentation of Comprehensive Income Recycled OCI Gains/losses on cash flow hedges Foreign currency translation Fair value gains/losses on available-for-sale financial assets Permanent OCI Revaluation gains on P/P&E Fair value gain or loss on equity instruments under IFRS 9 (if elected) Actuarial gains/losses on defined benefit pension plans smytheratcliffe.com 25

26 Amendment to IAS 1 Sample Presentation on a Statement of Comprehensive Income For the three months ended March 31, Continuation of statement Net loss for the period XXX XXX Other comprehensive income: Items that will not be reclassified to profit or loss: Actuarial gain (loss) on defined benefit plans XXX XXX Income tax relating to times that will not be reclassified XXX XXX XXX XXX Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations XXX XXX Income tax relating to times that may be reclassified XXX XXX XXX XXX Other comprehensive income for the period XXX XXX Total comprehensive income for the period XXX XXX smytheratcliffe.com 26

27 Amendments to IAS 19 Employee Benefits Effective date: financial years beginning January 1, 2013, with early adoption permitted Transition: Retrospective with minor exceptions Impact: o Eliminates corridor method o Deficits or surpluses in plans are ON balance sheet o Streamlines presentation of assets and liabilities o Re-measurements go to OCI o Changes to termination benefits o Enhanced disclosures smytheratcliffe.com 27

28 IFRS 10 - Consolidated Financial Statements Effective date: annual periods beginning January 1, 2013 o Earlier adoption permitted providing IFRS 11, 12 and revisions to IAS 27 and 28 adopted at same time Transition: Retrospective with new detailed guidance Impact: o Replaces IAS 27 regarding consolidation and SIC-12 o Consolidation based on control instead of risks and rewards o New definition of control: 1. Power over the investee 2. Exposure or rights to variable returns of the investee, AND 3. Ability to use power over the investee to affect the investors returns smytheratcliffe.com 28

29 IFRS 10 Initial Application Date January 1, 2012 December 31, 2012 Apply IFRS from date control obtained, if practicable January 1, 2013 Initial Application Date December 31, 2013 smytheratcliffe.com 29

30 IFRS 10: Example 1 Consider the following facts: 35% of common shares Co. A Co. B Co. A holds 35% of the common shares of Co. B Co. A also holds convertible preference shares; if exercised Co. A would hold 45% of Co. B in aggregate Co. A has convertible warrants which if exercised would bring aggregate holding to 52%. However, cash required to exercise the warrants is not available. Is Company A in control? smytheratcliffe.com 30

31 IFRS 10: Example 2 Consider the following facts: Co. A and Co. B each hold 50% of the common shares of Co. C Co. A and Co. B are unrelated Co. C is not a joint arrangement because Co. A is unilaterally responsible for certain of Co. C s operations and Co. B is unilaterally responsible for other operations. Who is in control of Co. C? Co. A 50% Co. C Co. B 50% smytheratcliffe.com 31

32 IFRS 11 Joint Arrangements Effective date: annual periods beginning January 1, 2013 o Earlier adoption permitted providing IFRS 10, 12 and revisions to IAS 27 and 28 adopted at same time Transition: Apply to beginning of earliest period presented, with new detailed guidance Impact: o Classify as joint operation or joint venture o Joint operation recognize share of assets, liabilities, revenues and expenses o Joint venture account for as an equity investment under IAS 28 smytheratcliffe.com 32

33 IFRS 11 Joint Arrangements Joint Arrangements Structured through a separate entity No separate entity Joint Venture Equity Account Joint Operation Proportionate Consolidation smytheratcliffe.com 33

34 IFRS 11 Example Consider the following facts: Co. A and Co. B form a limited partnership C LP to pursue an exploration project Each invest $10 million in the limited partnership (LP) in exchange for a 49.99% interest, and are entitled to 99.98% of distributions and % of the net assets on liquidation Each invest a nominal amount of $1,000 to establish holding corporations holding the general partner (GP) interests which hold their common shares and have control of the exploration project smytheratcliffe.com 34

35 IFRS 11 Example Continued 100% Co. A (LP) Co. B (LP) 100% GP A 49.99% LP interest 49.99% LP interest GP B.01% GP interest C LP.01% GP interest Is C LP a joint operation or a joint venture under IFRS 11? smytheratcliffe.com 35

36 IFRS 12 Disclosures of Interests in Other Entities Effective date: annual periods beginning January 1, 2013 o Early inclusion of disclosures encouraged Transition: Disclose for current year Impact: o Applies to interests in subsidiaries, joint arrangements, associates or unconsolidated structured entities o Specifies minimum disclosures MANY MORE o Focus aid users in understanding the nature of and risks associated with interests in other entities smytheratcliffe.com 36

37 IFRS 13 Fair Value Measurements Effective date: annual periods beginning January 1, 2013 o Earlier adoption permitted Transition: Prospective Impact: oaddresses how to measure fair value not when oapplies to financial and non-financial items ofv redefined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants i.e. Exit price smytheratcliffe.com 37

38 IFRS 13 Fair Value Measurements Adoption of IFRS 13 causes additional IAS 34 Interim Financial Reporting disclosures for each class of financial asset and financial liability, including o Description of valuation techniques and inputs used to measure fair value o Gains and losses recognized in profit and loss on level 3 recurring fair value measures o Tabular format that allows comparison of fair value to carrying value smytheratcliffe.com 38

39 IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine Effective date: annual periods beginning on or after January 1, 2013, early adoption permitted Transition: Apply to production costs incurred on or after beginning of earliest period presented Impact: Applicable to stripping costs incurred in surface mining during production Capitalize if a) Probable future economic benefit b) Costs can be measured reliably c) Component of ore body for which access has been improved smytheratcliffe.com 39

40 2011 Annual Improvements Effective date: annual periods beginning on or after January 1, 2013, early adoption permitted Impact: o IFRS 1, First-time Adoption of International Financial Reporting Standards Repeated application of IFRS 1 Borrowing costs o IAS 1, Presentation of Financial Statements Note disclosure required only for comparatives smytheratcliffe.com 40

41 2011 Annual Improvements Impact Continued: o IAS 16, Property, Plant and Equipment; classification of servicing equipment o IAS 32, Financial Instruments: Presentation Tax effect of equity instrument distributions o IAS 34, Interim Financial Reporting Reporting segment information for total assets and total liabilities smytheratcliffe.com 41

42 Don t forget. Annual and interim financial statements must include an opening statement of financial position whenever there has been a: o Retrospective change in an accounting policy (including changes caused by adoption IFRS 10, 11, 13 and revisions to IAS 19 etc.) o Retrospective restatement of items (i.e. correction of an error) o Reclassification of items smytheratcliffe.com 42

43 Effective for Calendar 2014 smytheratcliffe.com 43

44 Investment Companies Effective date: annual periods beginning January 1, 2014 o Early adoption permitted Transition: Retrospective Impact: If you qualify as an investment company o Do not consolidate investees o Record all investees at FV o FV changes recorded through P&L smytheratcliffe.com 44

45 Future Changes Continue IASB Work Plan: Continuing deliberations on IFRS 9 Leases Revenue recognition Annual improvement projects Acceptable methods of depreciation Equity method Share of other net assets Sale or contribution of assets between an investor and its associate or joint venture And more. smytheratcliffe.com 45

46 Questions

New IFRS standards and interpretations. Warsaw, December 2012

New IFRS standards and interpretations Warsaw, December 2012 Agenda Pronouncements Effective First annual year of application* IFRS 1 First-time Adoption of International Financial Reporting Standards