Canadian Public Company Financial Reporting Update Q3 2016

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1 Canadian Public Company Financial Reporting Update Q

2 Presenters Richard Cracknell, CPA, CA Partner BDO Canada Pamela Campagnoni, CPA, CA, CPA (Illinois) Principal CPA Canada Janet Stockton, CPA, CA Partner BDO Canada 2

3 REGULATORY REMINDERS 3

4 Regulatory Update 2016 CONTINUOUS DISCLOSURE REVIEW CSA Staff Notice Summarizes the results of the CSA s 2016 continuous disclosure reviews Activity levels reviews (280 full reviews and 622 issue oriented reviews) ,058 reviews (280 full reviews and 778 issue oriented reviews) Issue oriented reviews focus areas Mining, oil and gas technical disclosures Gender diversity Non-GAAP financial measures Financial statements, MD&A and press releases Other 4

5 Regulatory Update 2016 CONTINUOUS DISCLOSURE REVIEW Overall results Source: CSA Staff Notice

6 Regulatory Update 2016 CONTINUOUS DISCLOSURE REVIEW Financial statement deficiencies Specific areas for improvement include: Market sensitivity analysis Business combinations Contingent consideration Goodwill and intangibles recognized Functional currency Operating segments 6

7 Regulatory Update 2016 CONTINUOUS DISCLOSURE REVIEW Market sensitivity analysis Not reflective of reasonably possible changes in the relevant risk at the financial statement date Not meaningful in light of current economic circumstances Contingent consideration in business combination Not identified and recognized at fair value Settlement is not a measurement period adjustment Recognition of goodwill and intangibles in business combination Purchase price allocated to one intangible asset when disclosure suggests that there are others No explanation of how useful lives of intangibles are determined or why an asset has an indefinite life 7

8 Regulatory Update 2016 CONTINUOUS DISCLOSURE REVIEW Functional currency Timing of the change doesn t correspond with underlying facts and circumstances Operating segments Inappropriate aggregation 8

9 Regulatory Update 2016 CONTINUOUS DISCLOSURE REVIEW Management discussion and analysis deficiencies Liquidity and capital resources Forward looking information Overall performance operating segments Investment entities 9

10 Regulatory Update 2016 CONTINUOUS DISCLOSURE REVIEW Non-GAAP financial measures ( NGM ) Increased media scrutiny of non-gaap financial measures Guidance in CSA Staff Notice (Revised) intended to ensure non-gaap measures don t mislead investors Specific findings include: Failure to disclose and discuss the most directly comparable GAAP measure from the FS when the NGM is included within MD&A and news releases Non-GAAP measure displayed with more prominence over the most directly comparable GAAP measure 10

11 Regulatory Update 2016 CONTINUOUS DISCLOSURE REVIEW Non-GAAP financial measures deficient disclosure (Source: CSA Staff Notice ) The Company achieved record financial results and met its financial targets. Adjusted EBITDA 1 which excludes the impact of interest, taxes, depreciation, amortization and restructuring charges totaled $65 million in 2015, an increase of 12% from $58 million in The year-over year increase in adjusted EBITDA is attributable to lower cash from operating expenses, primarily from synergies achieved in the Company s cost structure. 1 Refer to Non-GAAP financial measures section on page X for more information about this measure and for a reconciliation of the non-gaap measure to the most directly comparable GAAP measure. What s wrong with the disclosure? Lack of presentation and discussion of the most comparable GAAP measure set out in the financial statements. 11

12 Regulatory Update 2016 CONTINUOUS DISCLOSURE REVIEW Non-GAAP financial measures better disclosure (Source: CSA Staff Notice ) The Company s net income for the year decreased by 32% to 44 million ( $65 million). The year-over-year decrease in net income is primarily attributable to an increase in amortization and depreciation of $6.5 million due to a reduction in estimated useful life of certain IT systems, and a restructuring charge of $15 million related to Company-wide efforts to improve efficiencies and centralize certain processes. Adjusted EBITDA 1, which excludes the impact of interest, taxes, depreciation, amortization and restructuring charges totaled $65 million in 2015, an increase of 12% ( $58 million). 1 Refer to Non-GAAP financial measures section on page X for more information about this measure and for a reconciliation of the non-gaap measure to the most directly comparable GAAP measure. 12

13 Regulatory Update 2016 CONTINUOUS DISCLOSURE REVIEW Why is the updated disclosure better? Presents and discusses the directly most comparable GAAP measure with equal or greater prominence to the non-gaap measure Highlights that the GAAP measure had decreased despite that the non- GAAP measure had increased Non-GAAP measure is supplementing the disclosure of the GAAP measure and not hiding it, which can be viewed as misleading 13

14 Regulatory Update 2016 CONTINUOUS DISCLOSURE REVIEW Other regulatory deficiencies included: Material contracts Prohibited redactions Failure to provide a description of redacted information Inconsistencies between material contracts filed on SEDAR and those listed as material contracts in AIF Composition of audit committee (venture issuers) Non-compliance with changes effective for financial years beg. on or after January 1, 2016 Management information circular Circulars prepared under certain restructurings do not include prospectus level disclosure Some issuers who, for example, do a spin out of a new company or a reverse takeover, did not provide a full description of the proposed business of the company and related financial information. Annual information form Lack of sufficient description of business and applicable risk factors Failure to update risks for changes in circumstances 14

15 Regulatory Update Women on Boards and in Executive Officer Positions CSA Multilateral Staff Notice Staff Review of Women on Boards and in Executive Officer Positions Compliance with NI Disclosure of Corporate Governance Practices (issued September 28, 2016) Results on review of compliance with NI corporate governance disclosure by non-venture issuers Whistleblower Program - OSC Policy Office of the Whistleblower launched July 14,

16 ACCOUNTING REMINDERS AND IFRS NEWS 16

17 Agenda Amendments to standards IFRIC agenda decisions Exposure drafts IASB work plan 17

18 AMENDMENTS TO STANDARDS 18

19 IFRS 2, Share-based Payments OVERVIEW OF AMENDMENTS Three amendments to IFRS 2. Amendments are effective for periods beginning on or after January 1, Earlier adoption is permitted. The amendments clarify: Effects of vesting conditions on the measurement of cashsettled share-based payments; Accounting for a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled; and Classification of share-based payment transactions with net settlement features for withholding tax obligations. 19

20 IFRS 2, Share-based Payments EFFECTS OF VESTING CONDITIONS ON CASH-SETTLED PAYMENTS IFRS 2, paragraph 33 requires cash-settled share-based payments to be initially and subsequently measured at the fair value of the payment. Lack of clarity surrounding the impact of vesting and non-vesting conditions on the measurement of fair value. Guidance exists on equity-settled payments in paragraphs 19-21A and IE 12: Exclude the effects of conditions, other than market conditions, from the calculation of fair value; Include the effects of the conditions, other than market conditions, on the estimate of the ultimate outcome of the conditions (e.g.. the number of employees who will satisfy a service period). Amendments clarify that the same guidance as equity-settled payments should be used. The ultimate amount recognized for goods and services received as consideration for the awards granted will be equal to the number of awards that eventually vest and are settled. See new illustrative example 12A, which illustrates this concept. 20

probability of satisfying service and/or a non-market performance condition Fair value of

21 IFRS 2, Share-based Payment Vesting conditions Non-vesting conditions Service conditions Non-market conditions Market conditions Fair value of the award is not adjusted for the probability of satisfying service and/or a non-market performance condition Fair value of the award is adjusted for the probability of meeting the market condition or non-vesting condition

22 IFRS 2, Share-based Payments MODIFICATIONS FROM CASH-SETTLED TO EQUITY-SETTLED No previous guidance in IFRS 2 on modifications that changed the underlying classification from cash-settled to equity-settled. The amendment clarifies that such a modification is accounted for as follows: DR cash-settled award liability XXX CR equity XXX DR/CR profit or loss (remainder) XXX A new example has been added illustrating this: IE 12C. Based on the FV of the equity instruments as of the modification date, to the extent of goods/services received 22

23 IFRS 2, Share-based Payments SHARE-BASED PAYMENTS WITH NET SETTLEMENT FEATURES FOR WITHHOLDING TAX OBLIGATIONS In some jurisdictions, tax authorities require the employer to withhold the tax on share-based payments and remit on behalf of the employee. The IASB has confirmed that this is technically two awards: one that is cashsettled (the withholding tax due) and one that is equity-settled (the remaining shares issued). Complexity arises in splitting the base award into the two and applying the applicable requirements. Amendment produces a narrow amendment from this requirement (IFRS 2, 33D added): if, in the absence of such a net settlement feature, the entire share-based payment transaction would have been classified as an equity-settled share-based payment, the share-based payment shall be accounted for in accordance with the requirements that apply to equity-settled share-based payment transactions A new example has been added illustrating this: IE 12B. 23

24 IFRS 9, Financial Instruments DEFERRAL OF EFFECTIVE DATE Effective date for IFRS 9 is for periods beginning on or after January 1, 2018 for most entities. Certain insurance entities (particularly life insurers) raised concerns surrounding adopting IFRS 9 before the new insurance standard is effective January 1, The IASB issued amendments to IFRS 9 to address these concerns. Temporary exemption only applies to insurance companies meeting very specific criteria concerning the portion of their activities relating to insurance. Exemptions are optional; qualifying insurers may still apply IFRS 9 in Two approaches permitted: Temporary exemption from applying IFRS 9, with extensive disclosures; OR Overlay approach ; applying portions of IFRS 9, but adjusting through P&L and OCI amounts to produce effects in comprehensive income mimicking IAS 39 accounting. 24

25 IFRS INTERPRETATIONS COMMITTEE Agenda decisions 25

26 IFRS IC REJECTIONS AGENDA DECISIONS Recent Decisions (July 2016) Accounting for loss of control transactions (IFRS 10 and 11) Payments made by an operator to a grantor in a service concession arrangement (IFRIC 12) Recent Decisions (September 2016) Service concession arrangements in which the infrastructure is leased (IFRIC 12) 26

27 IFRS IC Rejections: July 2016 Meeting ACCOUNTING FOR LOSS OF CONTROL TRANSACTIONS (IFRS 10 AND 11) Issue IFRS 11, Joint Arrangements requires an entity to recognize a gain or loss on the sale/contribution of assets to a joint operation to the extent of other parties interest. Viewed inconsistency with IFRS 10, Consolidated Financial Statements, which specifies that an entity remeasures any retained interest when it loses control of a subsidiary. Diversity in practice has arisen as to which guidance should prevail when an entity loses control of a subsidiary and is left with joint control of a joint operation (so IFRS 11 applies). The IC observed that the IASB issued clarifications to address a similar issue relating to the accounting for a sale or contribution of assets to an associate or JV, but deferred the effective date to address a number of similar issues. The IC rejected adding this issue to their agenda so the IASB could research the issue in conjunction with the associate/jv issue, as well in conjunction with the post-implementation review of IFRS 10 and

28 IFRS IC Rejections: July 2016 Meeting PAYMENTS MADE BY AN OPERATOR TO A GRANTOR IN A SERVICE CONCESSION ARRANGEMENT (IFRIC 12) Issue IFRIC 12, Service Concession Arrangements provides guidance to operators (i.e. for-profit entities) of public-to-private concession arrangements with grantor entities (i.e. governments). An example would be private company operating a government owned bridge. The IC received a request to clarify how an operator accounts for payments it makes to a grantor. The IC stressed that IFRIC 12 provides extensive guidance on many situations where an operator makes payments to a grantor, however, guidance is lacking in situations where the operator makes variable payments. The IC rejected this from their agenda, as the committee decided in March 2016 that accounting for variable payments for asset purchases is too broad for the committee to address. The committee concluded this issue is similarly too broad to be addressed by the IC. 28

29 IFRS IC Rejections: September 2016 Meeting SERVICE CONCESSION ARRANGEMENTS IN WHICH THE INFRASTRUCTURE IS LEASED (IFRIC 12) Issue The IC received a request to clarify how an operator accounts for a service concession arrangement where the underlying infrastructure is leased and whether this is within the scope of IFRIC 12. The IC observed that entities have to assess whether the control conditions in IFRIC 12 are met to assess whether an arrangement is within its scope. An entity has to assess who is obliged to make payments to the lessor: the operator or the grantor. If the operator is obliged, a financial liability is recorded for the obligation when the infrastructure is available, with a corresponding financial asset since the operator has a contractual right to be reimbursed by the grantor. If the grantor is obliged, then the operator is simply collecting cash on behalf of the grantor. The IC rejected this issue on the basis that IFRS provides adequate guidance. 29

30 EXPOSURE DRAFTS 30

31 Amendments IFRS 3 & IFRS 11 DEFINITION OF A BUSINESS AND ACCOUNTING FOR PREVIOUSLY HELD INTERESTS As part of the IFRS 3 post-implementation review, the Board noted that entities find it difficult to apply the definition of a business, and many acquisitions result in business combinations, despite that not seeming logical. The Board also noted difficulties encountered when accounting for previously held interests when an entity: Obtains control of a business that is a joint operator; and Obtains joint control of a business that is a joint operation. In June 2016, the IASB issued an Exposure Draft on amendments to IFRS 3 and 11 to clarify these issues. Comments on the Exposure Draft closed on October 31,

32 Amendments to IFRS 3 DEFINITION OF A BUSINESS The exposure draft proposes to: Add to IFRS 3 Remove or Revise IFRS 3 Minimum requirements of an input and a substantive process that together have the ability to contribute or create outputs. Consider a set of activities and assets not to be a business if substantially all of the fair value is concentrated in a single asset or group of assets. Add guidance to help determine whether a substantive process has been acquired. Not require an entity to apply the amendments to transactions that occur before the effective date of the amendments (no retroactive restatement of past business combinations). Add examples to help with the interpretation of what is considered a business. Remove the statement that a set of activities and assets is a business if market participants can replace the missing elements. Revise the definition of outputs to focus on goods and services provided to customers. Remove the reference to ability to reduce costs as constituting a business. 32

33 Amendments - IFRS 3 & IFRS 11 ACCOUNTING FOR PREVIOUSLY HELD INTERESTS Joint operator/party to a joint operation (IFRS 11) (proportionate consolidation) Control (IFRS 10) Remeasure assets and liabilities at fair value; transaction is a business combination achieved in stages 33

34 Amendments - IFRS 3 & IFRS 11 ACCOUNTING FOR PREVIOUSLY HELD INTERESTS Joint operator/party to a joint operation (IFRS 11) (proportionate consolidation) Increase in interest, but joint operator/part of a joint operation still (IFRS 11) (proportionate consolidation) Do not remeasure assets and liabilities 34

35 Amendments - IFRS 3 TRANSITION Definition of a Business Required to apply amendments to business combinations with acquisition dates on or after the beginning of the first annual reporting period beginning on or after the effective date of the amendments. Earlier application is permitted. Accounting for Previously Held Interests Required to apply the proposed amendments to transactions for which joint control is obtained on or after the beginning of the first annual reporting period beginning on or after the effective date of the amendment. Earlier application is permitted. 35

36 IASB WORK PLAN 36

37 IASB Work Plan RESEARCH PROJECTS 37

38 IASB Work Plan MAJOR PROJECTS 38

39 IASB Work Plan NARROW-SCOPE AMENDMENTS AND IFRIC INTERPRETATIONS 39

40 IASB Work Plan NARROW-SCOPE AMENDMENTS AND IFRIC INTERPRETATIONS 40

41 CPA Canada Resources Non-GAAP Measures A 20-Year Echo Corporate Reporting Briefing Measurement Uncertainty

42 CPA Canada Resources New Publication An Introduction to Blockchain

43 CPA Canada Resources Viewpoints: Reporting Funds Flow Viewpoints: Calculating Depletion

44 Thank you Richard Cracknell, CPA, CA Partner BDO Canada Pamela Campagnoni, CPA, CA, CPA (Illinois) Principal CPA Canada Janet Stockton, CPA, CA Partner BDO Canada 44

Canadian Public Company Financial Reporting Update Q4 2016

Canadian Public Company Financial Reporting Update Q4 2016 1 Presenters Armand Capisciolto, CPA, CA CPA (Michigan) Partner BDO Canada acapisciolto@bdo.ca Janet Stockton, FCPA, FCA Partner BDO Canada jstockton@bdo.ca