Annual Financial Reporting, Audit and Regulatory Update
February 12, 2020
Annual Financial Reporting, Audit and Regulatory Update February - - PowerPoint PPT Presentation
Annual Financial Reporting, Audit and Regulatory Update February 12, 2020 Presenters Murtaza Dean, CPA, CA, CPA (Colorado), ACA PARTNER, PUBLIC COMPANY QUALITY CONTROL GROUP, MNP Will Pullenayegum, CPA, CA PARTNER, ASSURANCE AND ACCOUNTING,
February 12, 2020
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Murtaza Dean, CPA, CA, CPA (Colorado), ACA PARTNER, PUBLIC COMPANY QUALITY CONTROL GROUP, MNP Will Pullenayegum, CPA, CA PARTNER, ASSURANCE AND ACCOUNTING, MNP Cameron L. McInnis, FCPA, FCA, CPA (Illinois) CHIEF ACCOUNTANT, ONTARIO SECURITIES COMMISSION Alex Fisher, CPA, CA SENIOR ACCOUNTANT, ONTARIO SECURITIES COMMISSION
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Welcome & Introductions
PART ONE: MNP Presentations
IFRS 16 & 9, & 3 – Murtaza Dean
PART TWO: Special Presentation from the Ontario Securities Commission
Q&A / Session Ends
Murtaza Dean, CPA, CA, CPA (Colorado), ACA PARTNER, PUBLIC COMPANY QUALITY CONTROL GROUP, MNP
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Changes to lessee accounting Balance Sheet Income Statement Cash Flow Statement Leased assets Financial Liabilities Equity Operating Outflows Financing Outflows Operating Expense Finance Cost
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1) Fully retrospective approach In accordance with IAS 8:
applied
2019 Annual report (comparatives): IFRS 16 IFRS 16 2018 Annual report: IAS 17 2019 Annual report disclosures: IAS 17
Data capture for IAS 8; 28(f) disclosure Data capture for IAS 8; 28(f) disclosure 01/01/2018 12/31/2018 01/01/2019 12/31/2019
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Do not restate comparative information ▪ Adjust opening retained earnings on transition ▪ Provide additional transition date disclosure Optional practical expedients: ▪ Do not transition leases ending within 12 months ▪ Simplified right-of-use asset measurement ▪ Discount rate for portfolio application ▪ Use of hindsight ▪ Onerous lease provisions
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Will Pullenayegum, CPA, CA PARTNER, ASSURANCE AND ACCOUNTING, MNP
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Each KAM should include:
▪ reference to the related disclosures; ▪ why the matter was considered to be one of most significant in the audit; and ▪ how the matter was addressed in the audit.
KAMs are a subset of those matters otherwise communicated to the audit committee
Matters communicated to the audit committee Matters which required significant auditor attention KAMs (most significant)
Matters which, in the auditor’s professional judgment, were of most significance in the current audit
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Canada (Key Audit Matter / KAM)
Dec 2020 year-ends
Dec 2022 year-ends
Excluded
US (Critical Audit Matter / CAM)
June 2019 year-ends
Dec 2020 year-ends
Excluded
Other regions:
June 2013 year-ends
Dec 2016 year-ends
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Other 11% Contingencies 4% Other Liabilities 5% Inventory 5% Acquisitions and Related Liabilities 6% Income Taxes 15% Revenue 19% Goodwill and Intangibles Assets 35%
US LARGE ACCELERATED FILERS JUNE 30, 2019
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❑ KAMs are not substitute for disclosures and should avoid including information about the entity that has not been disclosed, unless this is considered appropriate in the circumstances and is not precluded by law or regulation. Rather, management should consider disclosing the additional information instead. ❑ KAM wording should not imply discrete opinions on separate elements of the financial report and should not imply that a matter has not been appropriately resolved. ❑ It is expected to be extremely rare for an auditor of a listed entity not to have a matter which was of most significance. ❑ If a KAM is relevant to both the parent and the consolidated entity, the auditor should consider whether there are differences in how the KAM relates to each entity. ❑ KAMs do not replace going concern or emphasis of matter requirements in the
Ontario Securities Commission
Office of the Chief Accountant
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The views we are about to express are our own and are not necessarily representative of the Ontario Securities Commission or its staff.
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Decreased Trading Volume Decreased Market Capitalization Lack of cashflow Lack of retail footprint Lack of profit
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Issuers
CSE TSX Other
Market Capitalization
CSE TSX Other
19 167 40 29 14 5
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Exchange 2019Q2 2019Q3 2019Q2 2019Q3 2019 Q2 2019 Q3 CSE 19.6 14.2
47.6 32.8
160 167 TSX 44.7 29.4
21.4 20.2
12 19 TSXV 6.9 3.2
22.3 11.9
39 36 NEO 2.2 1.3
1.1 1.1 0.0% 5 4 Grand Total 73.4 48.1
92.4 66.0
216 226 Market capitalization ($ billions) Trading volume ($ millions), daily average of the past 3 months Number of issuers Q/Q percent change Q/Q percent change
Sources: TMX Group; FP Infomart; and Refinitiv Eikon.
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Accounting Policies Presentation
Canadian Securities Administrators (CSA)
Canadian Accounting Standards Board (AcSB): IFRS Discussion Group Reports
Disclosure
Areas Where Entities Agreed to Improve Disclosure¹
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Note 1: Based on review of 70 reporting issuers
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34 IFRS Interpretations Committee
Agenda Decision
Canadian Accounting Standards Board (AcSB) Submission Canadian Securities Administrators Comment Letter Option to capitalize or expense?
AcSB
Capitalize or expense.
IFRIC
Consider relevance!
CSA
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variables (e.g., purchase price, transaction timing or contingent payments)
whether M&A transaction occurred on its own merits Disclosure of Financial Interests In M&A Transactions
Canadian Securities Administrators (CSA)
Issuers in the Cannabis Industry Purpose
a director from being independent → disclosure may be needed
Independence of Board Members
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cryptocurrencies
signaling intent to become involved in cryptocurrency space
Canadian Reporting Issuers Global Market Capitalization
5,089 on >20,000 ‘markets’ USD 255 Billion
Number of Cryptocurrencies
Source: Data from coinmarketcap.com as of February 4, 2020
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investors and promoting confidence in our markets
OSC LaunchPad (October 2016)
and applications in Canada
more flexible process
CSA Regulatory Sandbox (February 2017)
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CSA Staff Notice 46-308 Securities Law Implications for Offerings of Tokens [June 2018]
CSA Staff Notice 46-307 Cryptocurrency Offerings [August 2017]
constitute investment contracts or are otherwise securities, when the totality
Joint CSA / IIROC Consultation Paper 21-402 Proposed Framework for Crypto-Asset Trading Platforms [March 2019]
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Issues Reported by Crypto-Asset Platform Users Trading Platforms Used (by Country of Origin)
Source: OSC Investor Office Research Study: Taking Caution: Financial Consumers and the Crypto-Asset Sector
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Joint CSA / IIROC Consultation Paper 21-402 Proposed Framework for Crypto-Asset Trading Platforms [March 2019]
Systems clearing agencies, dealers and exchanges
following areas:
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Global Collaboration
fintech businesses
and organizations driving efficiency for innovative firms to interact with regulators
Investor Education
Enforcement
businesses & individuals that do not comply with securities law
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Agenda Decision
Canadian Accounting Standards Board (AcSB) Submission Canadian Securities Administrators Comment Letter Which IFRS standard applies?
AcSB
IAS 38 Intangible Assets (unless its inventory)
IFRIC
most useful
CSA
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Additional Regulatory Focus on Disclosure
Relevant Disclosure Requirements Noted in Agenda Decision
disclosure concerning the entity’s risk exposure to such assets
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information system for cryptocurrency transactions
service auditor’s report
Potential Audit Considerations
Corporate Finance Report IFRS 9 Financial Instruments IFRS 15 Revenue from Contracts with Customers IFRS 16 Leases
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development issuers
Management’s Discussion and Analysis
Prospectus Disclosure Issues
accordance with securities law
Asset vs. Business Determination
Exempt Market Issues
48 Forward- looking Information Significant Increase in Credit Risk Definition of Default Credit Risk Grades Simplified Approach
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Forward-looking Information Please explain how forward-looking information has been incorporated into the determination of ECL, including the use of macro-economic information. Definition of Default Please explain the Company’s definitions of default, including the reasons for selecting this definition. Significant Increase in Credit Risk Please explain how the Company determines that a significant increase in credit risk has occurred warranting the transfer from Stage 1 to Stage 2. Credit Risk Grades We acknowledge that the analysis of the loan portfolio includes, among other things, a geographical breakdown and aging analysis, however, disclosure of the loans by credit score groupings is important information to assess the credit quality of the underlying loans. Please comment. Simplified Approach We could not identify what forward-looking information, if any, is incorporated into the Company’s trade receivable provision. For our information initially, please explain your application of the “simplified approach” including what specific forward-looking information has been incorporated.
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Performance Obligations Variable Payments Timing of Revenue Recognition Gross vs. Net Disaggregation
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Performance Obligations Please provide us the Company’s detailed analysis regarding how it determined there is only one performance obligation in the XYZ revenue arrangement. Variable Payments Please explain, in detail, how you account for variable consideration when determining the transaction
concluding that it is probable a significant revenue reversal will not occur. Timing of Revenue Recognition Please outline the period of time you typically provide services over and how you determined that a point-in-time revenue recognition was appropriate. Gross vs. Net Please explain, in detail, how you determined that you are acting as a principal versus an agent when providing your ABC service. Disaggregation of Revenue Please explain how revenue has been sufficiently disaggregated into categories that depict the nature, amount, timing and uncertainty of revenue and cash flows affected by economic factors as envisioned by IFRS 15. We point out that segment disclosures under IFRS 8 Operating Segments may not be sufficiently disaggregated to achieve the disclosure objectives of IFRS 15.
52 Accounting Policy Judgments & Estimates Transition Impact Reconciliation Presentation
53 Interim Disclosure The Company appears to have significant lease arrangements. Based on a review of your interim financial statements, we are not able to identify sufficient disclosures that explain the implications of adopting IFRS 16 Leases, including the:
In our view, inclusion of the above disclosures is consistent with disclosure objective of IAS 34 Interim Financial Reporting (IAS 34). IAS 34 requires, among other things, an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the entity since the end of the last annual reporting period and a description of the nature and effect of any changes to accounting policies and methods as compared with the most recent annual financial statements.
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practices
related risks is important for investors, this disclosure presents challenges and burden for all issuers
assessing and preparing disclosure of material climate change- related risks
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Risks
Physical Risks
Transition Risks
Potential Impacts
Business
Impacts of Physical Risks
and financing Impacts of Transition Risks
variety of areas
litigation
perceptions and preferences
concern
Potential Financial Impacts
Balance Sheet Assets
Liabilities
penalties
Income statement Decreased revenue due to:
Increased expenses due to:
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58 Issue:
can potentially mislead investors
unwarranted certainty
product demand
industry or technology – but no supporting business plan
media (with no disclosure of the financial relationship)
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Requirements / Guidance
Reminder: False or misleading statements:
Reminder: Forward Looking Information:
issuer has a reasonable basis for the information and must disclose those reasons and assumptions Issuers should:
Regulatory Response to Issuers:
disclosure record, including their website and/or social media
Engaging in Promotional Activities
Identification–Naming–Usefulness–Prominence–Breadth–Reconciliation TSX 60 80%+ GAAP Non GAAP
focused
transparency & comparability
with SN 52-306
External environment Staff Notice 52-306 Non-GAAP Financial Measures
Substantive Changes Reducing Regulatory Burden Second Comment Period
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Recall: CSA Consultation Paper 51-404 Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers - several CSA policy projects underway
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65 Proposals issued for comment in May 2019 Proposals issued for comment in September 2019 Plan to propose an annual report concept [planned Spring 2020 publication]
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Asset Investment Profit/Loss
Assets of Acquired Company Total Assets of Issuer
Proposed Current
Trigger one of the three tests at 20%
Trigger two of the three tests at 30%
Investments in/Advances to Acquired Company Total Assets of Issuer Profit/Loss of Acquired Company Profit/Loss of Issuer
Three Tests of Significance
= = =
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Finance to support the Ontario Government’s “Open for Business” Action plan
unnecessary rule and processes (while mainlining an investor protection focus)
OSC Burden Reduction Task Force
concerns before a preliminary short form prospectus is filed
Pre-Filing Review of Mining Disclosure
compliance burden
Registrants
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Rationalize Investment Fund Disclosure
redundant and ineffective disclosure and reporting requirements for investment funds
Registration Information
and improve the existing registration process to:
burdensome to apply for and maintain registration; and
with respect to the collection and use of personal information
Securities Based Crowdfunding
and registration exemptions by adopting a start-up crowdfunding exemption as a national instrument
Continuous Disclosure & Access to Capital
six CSA policy projects identified as a result of previous consultations
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Cameron McInnis CPA, CA Chief Accountant, Ontario Securities Commission 20 Queen Street West, 22nd floor, Toronto ON M5H 3S8 Phone: 416-593-3675 cmcinnis@osc.gov.on.ca Alex Fisher, CPA, CA Office of the Chief Accountant Ontario Securities Commission 20 Queen Street West, 22nd floor, Toronto ON M5H 3S8 Phone: 416-593-3682 afisher@osc.gov.on.ca
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www.mnp.ca