Fourth Quarter Oil & Gas Update - KPMG | US · PDF file- Disclosures related to implementation...

© 2017 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International. 1

Thursday, January 12, 2017

Fourth Quarter Oil & Gas Update

kpmg.ca/oilandgas


Welcome

Michael McKerracher

National Energy Leader


Agenda• ASC Corporate Finance Disclosure Report – David Yung

• Upcoming IFRS standards disclosures – Petre Kotev

• US regulatory updates – Imam Hasan

• Updates on Extractive Sector Transparency Measures Act (ESTMA)

updates – Reinier Deurwaarder

• Tax accounting updates – Les Der

• Update on Alberta carbon levy – Jeff Smith

• Integration & separation – Suki Johal


ASC Corporate Finance Disclosure Report

David Yung

Partner, Audit


ASC Corporate Finance Disclosure Report• Liquidity and capital resources – MD&A

• Liquidity

- Borrowing base reviews

- Additional restrictions and amended covenants

- Impact of potential covenant breach or ability to remedy a breach

• Capital resources

- Impact on ability to maintain capacity or effect on financial condition, performance and cash

flows

- Expected source of funds and restrictions

• Non-GAAP measures

• Prominence

- Balanced and focused

• Usefulness

- Reason as to why the non-GAAP measure is useful to investors

• Quantitative reconciliations

- Provide clear quantitative reconciliation to the most directly comparable GAAP measure


ASC Corporate Finance Disclosure Report• Non-GAAP measures (continued)

• Other areas

- Use of other metrics and KPIs

- OCA Bulletin on Disclosure of KPIs in the Oil and Gas Industry

• OCA Bulletin on Disclosure of KPIs in the Oil and Gas Industry

- Continuous focus

- Funds flow

• Reconciled to cash flows from operating activities

• Comprised of cash flows from operating activities before non-cash changes in working

capital

• Any variation would be disclosed as adjusted funds flow

- Netbacks

• Clear quantitative reconciliations to GAAP measures

- Finding and development costs

• Non-GAAP components used to calculate F&D costs


ASC Corporate Finance Disclosure Report• Forward-Looking Information (FLI)

• Readily identifiable FLI

- Avoid boilerplate paragraphs

• Material assumptions and risk factors

- Disclosure of material factors, assumptions and risk factors must be in sufficient detail

• Timely updates and disclosure of withdrawn FLI

- Material changes to FLI and the expected differences should be disclosed

- Discussion on withdrawn FLI

• Impairment of Assets

• IAS 1.122 and IAS 1.125 disclosures

- Disclosure of significant judgements, assumptions and estimates used in impairment test

• Sensitivity analysis

• MD&A disclosure

- Additional discussion to provide insight to the financial statements

Link to: ASC’s Corporate Finance Disclosure Report and Financial Reporting Bulletin:

Disclosure of Key Performance Indicators in the Oil and Gas Industry

http://bit.ly/ASCReport2016

http://bit.ly/ASCKPIOilandGas


Upcoming IFRS standards disclosures

Petre Kotev

Partner, Audit


Standards effective in 2018 and 2019

Effective for Years

EndingStandards

December 31, 2018 IFRS 15 Revenue from Contracts with Customers

IFRS 9 Financial Instruments

December 31, 2019 IFRS 16 Leases*

* Early adoption is permitted only for companies that also apply IFRS 15 Revenue

from Contracts with Customers


Upcoming standards disclosures – IFRS 9, 15 and 16Disclosure in annual December 31, 2016 financial statements

IAS 8.30-8.31

• Requires a discussion of the impact that initial application of the IFRS is

expected to have on the entity’s financial statements; or

• If that impact is not known or reasonably estimable, a statement to that effect.

- OSC Staff Notice 52-723 Financial Reporting Bulletin states that entities should be able

to provide progressively more detailed qualitative and quantitative information as

implementation projects progress.

- European and US regulators have issued statements indicating that they would expect

disclosures of the impact of the new standards and the status of implementation

projects as early as the 2016 annual financial statements.

- Key stakeholders may also expect incremental disclosures.


Upcoming standards disclosures – IFRS 9, 15 and 16Disclosure in Q1, 2017 interim financial statements

• Example: Reporting issuers with a December 31 year-end that are adopting IFRS

15 on a full retrospective basis.

• The staff highlighted examples of the qualitative and quantitative information that

a reporting issuer may disclose including:

- The status of transition, including significant milestones and anticipated timelines;

- Significant implementation matters still to be addressed;

- Expected changes in accounting policies;

- Revenue streams and reportable segments that are expected to be most significantly

affected;

- Expected directional impact (e.g., increase or decrease) on relevant financial statement

line items;

- Expected quantitative impact (either as estimated dollar amount or estimated dollar

range) on relevant financial statement line items;

- Potential implications on internal controls over financial reporting, data systems,

information technology, as well as financing and compensation arrangements; and

- Potential effects on business practices (e.g., sales, contracting).


US regulatory updates

Imam Hasan

Partner, Audit


US regulatory updates 2016 AICPA National Conference on Current SEC and PCAOB Developments

• 2016 SEC focus areas

- Disclosures related to implementation of new accounting standards

- Non-GAAP Measures

- Effective Internal Control over Financial Reporting

- Auditor Independence

Link to: Issues & Trends: 2016 AICPA National Conference on Current SEC and PCAOB

Developments

• Argentina - Hyperinflation

http://events-meetings.kpmg.com/events/2016-sec-reviewing-partners-conference/custom-21-1c57b423b36f49b3adcead640f378741.aspx?i=df0739fd-bbef-4acf-a069-951fcf14540f&sw=1


Updates on ESTMA

Reinier Deurwaarder

Partner, Audit


Only 138 days left!

ESTMA report provides details of payments to governments by:

• Payment category – 7 types of payments

• Payee – level of government

• Project – (group of interrelated) leases/licenses/agreements

Significant penalties for non-compliance – up to $250,000/day

Public Companies

Private Companies-Assets > $20 million

-Revenue > $40 million

-Employees > 250 employees


ESTMA observations• ESTMA requires significant judgment

• Detailed guidance is limited

• Preparing report requires significant efforts

• Goal of the report

Have you done enough to meet

the filing deadline?


Tax accounting updates

Les Der

Senior Manager, Tax


Tax accounting updates Amendments to IAS 12 – recognition of deferred tax assets

• Purpose- To clarify the deferred tax treatment for debt instruments

- To clarify the determination of “future taxable profit” for the recognition of deferred tax

assets

• Amendments issued January 2016 – effective for fiscal years beginning on or

after January 1, 2017- Amendments to be applied retrospectively

- On initial application the change in the opening equity of the earliest comparative period

may be recognized in opening retained earnings (or in another component of equity, as

appropriate), without allocating the change between opening retained earnings and

other components of equity


Tax accounting updates Amendments to IAS 12 – recognition of deferred tax assets (cont’d)

• Deferred tax treatment of debt instruments

- Existence of a DTD on debt instruments measured at fair value depends solely on an

comparison of the carrying amount of an asset and its tax base at the end of the

reporting period

- The existence of the DTD is not affected by possible future changes in the carrying

amount or expected manner of recovery of the asset

- Assuming that the tax base remains at the original cost of the debt instrument, there is a

temporary difference

Can the deferred tax asset be recognized

if the bottom line of the tax return is an

expected loss?


Tax accounting updates Amendments to IAS 12 – recognition of deferred tax assets (cont’d)

• Determination of future taxable profits for the recognition of deferred tax assets

- Recognition of a DTD is based on future taxable profits which is the bottom line of the

tax return adjusted for the reversing taxable temporary differences (TTD) and DTDs to

avoid double counting

- First step: as per existing requirements determine if there are TTDs that reverse and

generate taxable income against which the DTD can be utilized

- Second step: Determine future taxable profit

- Bottom line of tax return less TTD plus DTD = future taxable profit

- Third step: Add amounts from step 1 and 2 and apply the tax rate


Tax accounting updates Draft IFRIC interpretation – accounting for uncertainties in income taxes

• Key points- Scope: the proposals would apply to current and deferred taxes whenever there are uncertainties in

the amount of income tax payable / recoverable. Uncertainties related to income taxes would be

accounted for under IAS 12 and not IAS 37

- Recognition: an entity would reflect an uncertainty in the amount of income tax payable / recoverable

if it is probable that it will pay or recover an amount for the uncertainty – i.e. the proposals are

expected to introduce a probability based outflow recognition threshold

- Measurement: a tax uncertainty would be measured at most likely amount or at expected value

depending on whichever method better predicts the amount payable / recoverable (similar to IFRS

15 approach)

- Examination by tax authorities: the underlying assumption would be that a tax authority will examine

all amounts reported and will have full knowledge of all relevant information. If facts and

circumstances change, then an entity would reassess the judgements made. In addition, rule-based

guidance for releasing the liability would be provided

• Expected impact- As there is diversity in existing practice, the proposed changes could possibly represent a significant

change for some entities, but not for others


Tax accounting updates Indefinite life intangible assets when measuring deferred tax

• Request to clarify how to determine expected manner of recovery of indefinite life

intangible asset for purposes of measuring deferred tax - For financial reporting purposes, intangible asset considered to have indefinite life and therefore not

amortized

- Applicable tax law allows or requires asset to be amortized and amortization deductible

- As a result, asset’s tax base differs from its carrying amount

• Observations- Paragraph 51 of IAS 12 states that measurement of deferred taxes reflect tax consequences that

would follow from the manner in which expected to recover or settle the carrying amount of its assets

and liabilities

- Paragraph 51B of IAS 12 provides specific guidance that deferred taxes on non-depreciable assets

measured reflecting tax consequences of a sale

- Allowed application of guidance in paragraph 51B of IAS 12 by analogy to non-amortizable intangible

assets

- Committee, however, noted that guidance in paragraph 51B of IAS 12 limited to non-depreciable

property, plant and equipment → such assets are different from intangible assets with indefinite

useful life

- Committee indicated that for non-amortizable intangible assets, deferred taxes measured by applying

general measurement requirements


Tax accounting updates Indefinite life intangible assets when measuring deferred tax (cont’d)

• Next steps- Entities should consider the following:

• Identify whether any intangible assets affected – e.g. related deferred taxes

measured at “sales” tax rate

• Consider whether such intangible assets expected to be recovered through use or

through sale

• If expected that intangible assets carrying amount won’t be recovered through sale,

then re-measure deferred tax balances

• Determine where to recognize the corresponding entry in the earliest period

presented


Tax accounting updates US GAAP – recently updated standards

• ASU 2015-17, balance sheet classification of deferred taxes- Requires all deferred taxes to be presented in classified balance sheet as non-current

- Effective for annual periods beginning after December 15, 2016 and interim periods

within those annual periods – Public Business Entities

- Effective for annual periods beginning after December 15, 2017 and interim periods

within annual periods beginning after December 15, 2018 – Other Entities

- Early adoption permitted

• ASU 2016-09, improvements to employee share-based payment accounting- Requires all excess tax benefits and all tax deficiencies to be recognized as income tax

expense or benefit in the I/S

- Removes requirement to delay recognition of excess tax benefit

- Requires cash flows related to excess tax benefits classified as an operating activity

- Effective for fiscal years beginning after December 15, 2016 and interim periods within

those fiscal years – Public Business Entities

- Effective for fiscal years beginning after December 15, 2017 and interim periods within

fiscal years beginning after December 15, 2018

- Early adoption permitted


Tax accounting updates US GAAP – recently updated standards (cont’d)

• ASU 2016-16, intra-entity transfers of assets other than inventory

• Effective dates and transition- Effective for annual periods beginning after Dec. 15, 2017 and interim periods within those annual

periods – Public Business Entities

- Effective for annual periods beginning after Dec. 15, 2018 and interim periods within annual periods

beginning after Dec. 15, 2019 – Other Entities

- Early adoption permitted – beginning of annual period for which no financial statements (interim or

annual) have already been issued or made available for issuance

Current US GAAP What’s new?

The seller and buyer defer the consolidated tax

consequences of an intercompany transfer of an asset,

other than inventory, from the period of the transfer to a

future period, and amortize those consequences over time

The seller and buyer immediately

recognize the current and deferred

income tax consequences

The seller and buyer recognize the tax consequences of

an intercompany inventory transfer when the inventory is

sold to a third party

No change


Update on Alberta carbon levy

Jeff Smith

Senior Manager, Tax


Alberta climate planCurrent pieces of legislation

Bill 20 – Climate Leadership Act - passed on June 7, 2016.

Specified Gas Emitters Regulation (“SGER”) (to the Climate Change and Emissions

Management Act)

Climate Leadership Regulations – released November 3, 2016

Link to Alberta Carbon Levy updates administered by the Alberta Treasury Board and

Finance, Tax and Revenue Administration (TRA)

http://www.finance.alberta.ca/publications/tax_rebates/carbon-levy/overview.html


Alberta - Carbon levy rates by type of fuelType of Fuel January 1, 2017 Rate ($20/ton) January 1, 2018 Rate ($30/ton)

Aviation Jet Fuel 5.17 ¢/L 7.75 ¢/L

Aviation Gas 4.98 ¢/L 7.47 ¢/L

Bunker Fuel 6.36 ¢/L 9.55 ¢/L

Butane 3.56 ¢/L 5.34 ¢/L

Coal Coke $63.59 /ton $95.39 /ton

Coke Oven Gas 1.40 ¢/m3 2.10 ¢/m3

Diesel 5.35 ¢/L 8.03 ¢/L

Ethane 2.04 ¢/L 3.06 ¢/L

Gas Liquids 3.33 ¢/L 4.99 ¢/L

Gasoline 4.49 ¢/L 6.73 ¢/L

Heating Distillate Oil 5.51 ¢/L 8.27 ¢/L

Heavy Fuel Oil 6.35 ¢/L 9.53 ¢/L

High Heat Value Coal $44.37 /ton $66.56 /ton

Kerosene 5.14 ¢/L 7.71 ¢/L

Locomotive Diesel 5.94 ¢/L 8.90 ¢/L

Low Heat Value Coal $35.39 /ton $53.09 /ton

Methanol 2.18 ¢/L 3.26 ¢/L

Naphtha 4.49 ¢/L 6.73 ¢/L

Natural Gas $1.011 /GJ $1.517 /GJ

Non-Marketable or Raw Gas $1.150 /GJ $1.720 /GJ

Pentanes Plus 3.82 ¢/L 5.73 ¢/L

Propane 3.08 ¢/L 4.62 ¢/L

Refinery Gas 3.77 ¢/m3 5.65 ¢/m3

Refinery Petroleum Coke $63.86 $/ton $95.79 $/ton

Upgrader Petroleum Coke $58.50 $/ton $87.75 $/ton

Source: Alberta Finance, 2016 Tax Plan


Alberta carbon levyRegistrations and compliance requirements

1. Direct remitter

• Specific requirements but generally includes almost anybody who handles a taxable fuel

in Alberta.

• Requires a monthly filing to report transactions.

• Reporting will require reconciling volumes to taxable, exempt and other transactions.

• Sample returns now available.

2. License holder

• Differs from DR registration but results in monthly filing requirement.

• Allows a person to acquire otherwise taxable fuels exempt.

3. Exemption certificate

• For users of taxable fuels that are exempt under specific circumstances (e.g. for use in a

production process, for an SGER facility, or fuel that is not combusted in an eligible

industrial process)


Alberta carbon levy – Consumer exemptionsSpecific Exemptions

• Consumer with exemption certificate

• Consumer using fuel in SGER facility

• Consumer for prescribed use (as prescribed in the regulations)

• Consumer of fuel used in farming

• Consumer uses fuel that is not combusted: - As a raw material in an industrial process that produces another fuel- As a raw material in an industrial process that produces something other than fuel- As a solvent or diluent in a pipeline- For prescribed use (confirm)

• Consumer uses the fuel before 2023 as set out in the regulations (confirm)


Alberta carbon levy – Exemptions2023 Exemption

• Available for fuel consumed in a production process

• “Production process” means - an activity integral to the drilling, completion, workover or abandonment of a gas

or oil well, or- an activity integral to the operation of

• a gas or oil well,

• a gas battery,

• a gas gathering system,

• a compressor station or facility,

• a gas processing facility,

• a gas fractionation plant,

• a straddle plant,

• an oil battery, or

• an oil production site, other than an oil production site that includes one or more thermal oil well

but does not include an activity in the operation of a specified gas emitter;

Where the fuel consumed is gasoline or diesel – must be marked fuel pursuant to the Fuel Tax

Act.


Alberta carbon levy - ExemptionsSGER Facilities

• Exemption for fuel consumed in SGER reporting facilities

• SGER reports on a facility basis – legal entity may have compliance under both

frameworks.

• Where the fuel consumed is gasoline or diesel – must be marked fuel pursuant to

the Fuel Tax Act.

Licensing

• A recipient that would “regularly” be entitled to refunds may apply for a license for

specific type of fuel. (Monthly filing requirement)


Alberta carbon levy – Inventory declarationPersons that possess fuel on January 1, 2017 that is for sale or resale in

Alberta are required to remit the Levy otherwise payable thereon.

Except where the Levy would not otherwise have been payable. For example [not a

complete list]:

i. fuel is imported into Alberta for delivery to a gas battery, gas gathering system, gas well, gas fractionation plant, gas processing facility

or straddle plant,

ii. fuel is imported into Alberta for delivery to an offsite storage facility,

iii. fuel is imported into Alberta for delivery to an oil well, oil battery, oil production site or oil sands processing plant,

iv. fuel is moved from a gas processing facility, gas fractionation plant or straddle plant to a gas well, gas battery, gas gathering system,

gas fractionation plant, gas processing facility or straddle plant,

v. fuel is moved from a gas battery, gas gathering system, gas well, gas fractionation plant, gas processing facility, or straddle plant to an

oil battery, oil production site, oil sands processing plant or oil well,

vi. fuel is moved from an oil battery, oil production site or oil sands processing plant to an oil battery, oil production site, oil sands

processing plant or oil well,

vii. fuel in a gas processing facility, gas fractionation plant, straddle plant or offsite storage facility is sold but not delivered,

viii. fuel is moved from a gas processing facility, gas fractionation plant, straddle plant or liquids pipeline to an offsite storage facility,

ix. fuel is moved from an offsite storage facility to a gas processing facility, gas fractionation plant, straddle plant or an offsite storage

facility,


Alberta carbon levy Issues relating to joint ventures

• Initially the TRA had suggested that the operator of a JV must register each JV in

the province separately regardless of a remittance requirement. They have since

backtracked on that despite that it clearly requires it in the legislation.

Issues relating to reporting

• Still very early to see what will be reported on the returns.

• Screen shots are available on the TRA website.

• Complexity lies in natural gas reporting.


Additional resources on carbon taxReading publications

TaxNewsFlash: Alberta — Get Ready for New Carbon Levy - Now that Alberta has

released regulations with additional information on the levy, affected companies should

ensure they properly register for the levy, obtain any needed licenses and consider

whether they qualify for available exemptions. These companies must also ensure that

they have the proper processes in place to meet their new tax obligations. This edition of

the TaxNewsFlash explains more.

Guide to oil and gas taxation in Canada – This publication summarizes the Canadian tax

regime and how it applies to oil and gas activities in Canada and abroad. Carbon pricing in

Canada is highlighted in this book as it is steadily evolving with legislation in Alberta and

British Columbia.

Presentations and webcast replays

• Third Quarter Oil & Gas Update – Includes an outline on Alberta’s carbon levy and its

framework

• Second Quarter Update (presentation and webcast replay) – Includes an update on

carbon taxes and cap & trade

http://bit.ly/KPMGTaxNewsFlashAlbertaCarbonLevy

http://bit.ly/KPMGEnergyTax2016

http://bit.ly/KPMGOilnGas3Q16ppt

http://bit.ly/KPMG2Q16UpdatePPT

http://bit.ly/KPMG2Q16UpdateWebcast


Integration & separation

Suki Johal

Senior Manager, Deal Advisory


M&A trends in the energy sectorIncreasingly complex transactions pose new challenges to realizing value

The global ENR sector is experiencing a surge in the number of “mega-mergers”, a trend that is

expected to continue in the near future

Volatility in oil prices, economic and political instability, and the need to consolidate position in a dynamic market have been the

driving forces behind so-called “mega-mergers” (deals valued at over US$5.0 billion). Between 2011-2015, the industry

witnessed 31 such transactions, with another 8 announced through the first three quarters of 2016.

1

2

3

4

However, the strategic advantage of these mergers quickly vanishes if integration is unsuccessful

and the deal rationale is not achieved

Large, cross-border transactions are inherently complex endeavors that result in equally complex integrations. Cultural clash,

archaic IT systems and operational re-alignment are among the biggest integration challenges faced in ENR mega-mergers.

These issues, among others, can rapidly erode deal value if not appropriately managed.

The landscape is shifting from domestic to Asia led cross-border deals

Historically large transactions in this sector have tended to be domestic deals led by American and European players; however,

this is set to change as more mega-mergers are expected to be cross-border transactions led by Asian firms.

Installing a best practice integration program can significantly increase the likelihood of success.

Integration planning should be incorporated into the due diligence process to enable early identification of material issues.


Rising number of large cross-border dealsIn 2016, KPMG conducted extensive research into M&A activity in the ENR

sector between 2011-2015, resulting in the following key findings:

Rise of the Mega-Merger - Between 2011-2015, the industry

witnessed 31 “mega-mergers” (transactions valued over US$5.0

billion), with the total deal value increasing at a compounded annual

growth rate of 17.4%.

Market forces driving M&A activity - Volatility in oil prices,

economic & political instability and the need to secure position in a

dynamic market were seen to be key driving forces.

Moreover, continued focus on cost reduction, portfolio optimization

and rigorous project management in an environment of fluctuating oil

prices is expected to push ENR companies to continue to favour

large, “merger-of-equals” transactions

Increase in cross-border activity anticipated - Between 2011-

2015, 61% of mega-mergers in the ENR sector were domestic

transactions, predominantly led by the US; however, this is expected

to change.

We anticipate the increasing appetite of Asian investors for overseas

assets is likely to drive more mega-mergers led by Asian firms

(particularly from China).

Source: KPMG


Integration challengesThese more complex transactions trigger significant integration challenges

Retaining Key

Talent

Integrating IT

Systems

Managing

Organizational

Culture

Realigning

Operations

Handling Key

Stakeholders

Managing

Contractual

Obligations

Integration

Challenges

Legacy systems and outdated

applications present across the

industry are likely to impede IT

integration may put operations at

risk

Cultural differences can impact

efficiency and lead to increased

turnover. Moreover, cross-border

transactions can exacerbate

differences in corporate culture

Ineffective management of supplier contracts and

eliminating contractual overlaps can impact operations

and timely achievement of synergies

Customer retention can be

particularly challenging through an

integration process.

The magnitude and complexity of

ENR operations makes integrating

and streamlining very challenging

Loss of employees with key skills or institutional

knowledge can pose a significant risk to operations

Source: KPMG


Best practicesProactively addressing common “mega-merger” challenges is key to success

Integration Program

Management

Establish strong program governance, including appropriate executive leadership

Create dedicated integration teams early in the transaction process, including

employees from both organizations as soon as possible (i.e. post-signing)

1

Integration Approach Identify a clear approach to integration early on to provide direction and avoid confusion

i.e. Hostile vs. friendly “best of both”

2

Communication Develop targeted internal (employee) and external (customer / supplier) communication

strategies

Include clear key messages and timeline for roll-out

3

Employee Retention Identify select employees that possess skills or institutional knowledge that will be key to

continued operations / success of the combined entity

Implement targeted retention strategies as needed to mitigate risk

4

Cultural Integration Assess cultural differences across the two organizations, beginning during the due

diligence process

Develop a plan to address key cultural differences, diffuse tension

5

Contract Management Develop detailed contract management strategy as soon as possible (within the first 100

days) to ensure business operations continue to run smoothly, and planned synergies

are achieved on time.

6

Source: KPMG


Questions?

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Thank you

© 2017 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International.

This presentation may contain a discussion or analysis of decided tax cases. Any discussion or description of the facts of the case or the positions argued by the parties is based solely on publicly available information. For greater certainty no confidential client or taxpayer information is disclosed.

This information is current to January 2017. The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavour to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation.

© 2017 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International.

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