IFRS & You!

1© 2010 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.

IFRS ImpactsNovember 2010

KPMG LLP


IFRS Impacts

Shane [email protected]


Agenda

• Reporting options for private and public entities today and post IFRS transition

• High impact IFRS areas

• Impacts of IFRS on certain key metrics

• Questions/comments


Reporting options pre and post IFRS conversion

KPMG LLP


Reporting Options – General Thoughts

• Chapter 9999 of the CICA handbook:− First rule of CGAAP – when you take over as the new CFO, write it all

off, blame the prior management team− Second rule of CGAAP – when CGAAP makes you do something

dumb, find comfort in the fact that your peers are suffering from the same rule too

• Chapter 9999 of the IFRS handbook:− First rule of IFRS – continue as under your previous GAAP, just

remember write off lots on transition (it goes to retained earnings)− Second rule of IFRS – we will make you suffer under one rule, your

neighbor will be forced to suffer under a different rule


Reporting Options – Private

• The following “GAAP’s” exist for private entities on an ongoing basis (post 2011):− IFRS as issued by the IASB− Private entity GAAP – CGAAP with several sections removed (i.e. old

rules on financial instruments, no future tax)

• The following “GAAP’s” currently exist for private entities that are being phased out in 2011:− CGAAP, no financial instruments (“XFI GAAP”)− Differential reporting − CGAAP as applied by public entities


Reporting Options – Private

• The following “GAAP” is currently not recognized by the CICA:− IFRS light – the low calorie IFRS option (lime flavor not yet avaliable)

• IFRS light, which was developed by the IASB for private entities is similar in form to private entity Canadian GAAP – IFRS with complex sections removed (i.e. no future taxes).


Reporting Options – Public

• The following “GAAP’s” exist for public entities on an ongoing basis (post 2011):− IFRS as issued by the IASB− US GAAP, subject to being able to qualify – not currently anticipated to

be a large number of conversions to US GAAP except in certain pockets/industries (i.e. rate regulated)


Reporting Options – Impact on Transactions

• Financial information used to evaluate a transaction can be highly impacted by the GAAP that is used to prepare the financial statements − carefully analyze the GAAP that the entity is using− consider accounting and disclosure differences − consider expertise in the GAAP that is being analyzed – are resources

needed that speak the appropriate GAAP

• Publications that summarize the differences between some of the GAAP’s are avaliable and can be a useful tool in a due diligence review.


Impact of Private GAAP on Transactions

• Significant acquisitions completed by public entities could require: − business acquisition report − prospectus – should a financing be completed with the acquisition

• Currently, the acceptable accounting principles for acquisition statements generally continue to be full CGAAP, IFRS, US GAAP (later two subject to restrictions).

• For financial years beginning on or after January 1, 2011, acquisition statements can be prepared using IFRS, private entity Canadian GAAP (subject to certain restrictions) and US GAAP (subject to certain restrictions).


Impact of Private GAAP on Transactions

• What does this mean:− need to put this issue on the table early in the acquisition process – do

not let it be a surprise issue− use of private GAAP can eliminate an IFRS conversion – must be

careful which private GAAP exemptions are employed (i.e. elect not to consolidate subsidiaries)

− deal timing may have to be adjusted – need to allow for time to convert acquired entity into IFRS, if necessary (this is not a quick process)

− private entities need to consider exit strategy and amend reporting accordingly


Summary Thoughts

• Generally, people will need to speak at least three accounting languages− IFRS− Private company CGAAP− US GAAP

• All three of these accounting languages will continue into 2011 and beyond…

• How long is “beyond” – uncertain???


High impact areas of IFRS

KPMG LLP


High Impact IFRS areas

• Cash generating units (CGU’s) and impairments

• Componentization

• Lease accounting – today and the good times proposed in the future

• Gains/losses in oil and gas entities

• Common financing structures – could end up resulting in derivative accounting

• IFRS 1 – fair value versus historical cost

• Trust unit classification


Cash Generating Units (CGU’s) and Impairments

• CGU’s are the level at which impairment of capital assets and goodwill is conducted− lots of CGU’s – increased risk of impairment− few CGU’s – likely to be more aligned with existing CGAAP

• The new impairment test− Step 1 – is there an indicator of impairment, if yes go to step 2, if no

stop (however required to test CGU’s with goodwill at least annually)− Step 2 – compare the recoverable amount to the carrying value of the

CGU; impairment charges first reduce goodwill and then pro-rata to other capital assets in the CGU

• Recoverable amount is the greater of:− Value in use – prescribed discounted cash flow model− Fair value less cost to sell – market driven; what could you sell the

CGU for in the current market


Componentization

• Level at which depreciation is calculated− CGAAP – generally an asset was never split into its parts (i.e.

depreciate the entire drilling rig over 5,000 drilling days)− IFRS – split the asset based on differing useful lives (example

numbers, for demonstration)• “Dumb iron” on the rig – 5,000 drilling days• Pumps/motors – 3,000 drilling days

• Intangible components− scheduled and routine maintenance/turnarounds− consider what has to be done versus what may be done− often not material

• In certain industries componentization is a significant project and can significantly impact depreciation/depletion


Lease Accounting

• Capital versus operating leases− CGAAP and IFRS are very similar, except IFRS does not have bright

line tests (i.e. NPV of lease payments is 90% or useful of 75%)− Increased risk of leases being capital leases under IFRS – especially

specific purpose assets

• Proposed lease accounting for the future (exposure draft has been released)− all leases are capital (except very short term - <1 year)− lessee – recognize the leased asset and the related lease obligation− lessor – continue to recognize the tangible asset and record an asset

related to the lease revenue receivable offset by an lease obligation to meet this commitment (balances can be netted)


Gains/losses in Oil and Gas Entities

• Reporting gains and losses on sales of assets rare under Canadian GAAP− generally only when dispositions change the depletion rate by more

than 20% would a gain or loss be reported

• No gains and losses reported under Canadian GAAP for non-monetary transactions such as:− unitizations− swaps− farm-in and farm-outs



Farm In

• KPMG Oil&Gas enters into an agreement whereby RBC Oil & Gas will drill 3 wells to earn a 70% working interest in 4 sections of land that are 100% owned by KPMG. The sections of land are in the development stage (not an E&E asset).

• What is the accounting for KPMG Oil&Gas?− what did we get – in practice see entities value the consideration at the value of

the earn in; 3 wells x $10 million per well x 30% = $10 million − what did we give up – the carrying value of the 4 sections; assume $250/acre or

$0.6 million in total− resulting – gain on transaction of $9.4 million − when is the gain recorded – when the earn out is completed (risk and rewards

are transferred)

• Under Canadian GAAP, no gain would be recorded.



Farm In

• What is the accounting for RBC Oil&Gas?− as drilling occurs – “normal” PP&E accounting; Dr. PP&E $30 million,

Cr. Cash $30 million


Common Finance Structures

• IFRS differences from CGAAP on the classification of items between debt and equity

• These differences can result in what is classified in equity under CGAAP as being recorded as a derivative liability under IFRS (i.e. mark to market through earnings)

• Be cautious of warrants or convertible debentures with terms such as− down round provisions – conversion/strike price is adjusted for equity

offerings at lower prices− dual indexed instruments – conversion/strike price is denominated in a

currency other than your functional currency− variable conversion prices


IFRS 1

• Significant IFRS adoption election with respect to accounting for PP&E (non oil and gas)− recreate IFRS net book value – since inception of each asset recreate

net book value as if IFRS has always been applied. Need to consider• differences between capital adds and R&M between CGAAP/IFRS• component depreciation

− fair value – can elect to record PP&E at fair value on transition to IFRS


Trust Unit Classification

• IFRS conversion is not “friendly” to trust structure. Considerable issues arise including− classification of trust units

• debt • equity

− stock based compensation arrangements – likely to be liability accounted for whilst a trust

− exchangable shares – likely accounted for as derivatives prior to corporate conversion

− convertible debentures – likely not a compound instrument under IFRS whilst a trust; conversion option is a derivative (consider electing fair value option)


Impact of IFRS on certain key metrics

KPMG LLP


General Comments

• One of the “costs” of IFRS is reduced comparability between entities in the same industry. IFRS permits several policy elections and interpretations that can significantly alter financial information.

• For example:− grouping of assets for impairment – two identical entities could group

assets differently, the one that creates more groupings (cash generating units/CGU’s) will likely have more impairments

− designation of financial instruments – elect to fair value financial assets and liabilities versus historical cost

• The above examples are non-cash items where they are often added back or ignored. However, IFRS will impact the reporting of items such as cash flow from operations and EBITDA.


General Comments

IFRS will impact comparability between similar entities and within sectors. This may require:

− a more detailed analysis of financial metrics− greater attention to benchmarking and peer comparisons – what is creating the

differences, actual performance or IFRS?− increased financial statement disclosures do not always compensate for the

differences in policies – you can not always get the detail necessary for good comparisons from the large volume of notes in IFRS financial statements

− peer groups to get consistency upon conversion to IFRS are helping – sometimes they simply highlight where entities have agreed to be different

− No clear guidance on the determination of discount rate and whether an entity’s own credit risk is included – impact on measurement of ARO can be significant


Typical Debt Covenants and Metrics

• Borrowing Base (Net Present Value of production forecast based on engineering reports and calculated utilizing lenders price deck)

• Senior and Total Debt to EBITDA

• Interest Coverage

• Debt to Capitalization

• Cash flow from operations


Borrowing Base

• Borrowing Base (Net Present Value of production forecast based on engineering reports and calculated utilizing lenders price deck) − less impact expected− could be indirect impact through reporting of operating costs under

IFRS – potential for shift between capital and operating costs under IFRS; could impact the economic life of a well/area


Senior and Total Debt to EBITDA

• Senior and Total Debt− no significant changes to reporting of debt under IFRS for non-trusts− in Trust entities potential for change to reporting of convertible debt

(equity classified conversion feature may not be permissible) – often subordinated debt

− classification of trust units – if reported as a liability under IFRS

• EBITDA− there can be movement between R&M and PP&E under IFRS that can

impact EBITDA− this impact in O&G is expected to be lower (more prevalent in the

energy services industry)


Impact of IFRS on EBITDA example

Entity A Entity B

Depreciation policy

Asset has a cost of $500,000 with a life of 5 years.

Overhauls were notconsidered a component. Every three years the $100,000 overhaul is expensed as day to day servicing of the asset

Asset has a cost of $500,000 with a life of 5 years.

Overhauls were considered a component that are depreciated straight line over three years. The $100,000 overhaul is capitalized when it occurs

Do these entities have different earnings/EBITDA under IFRS?



Entity A Entity BDepreciation

year 1

year 2

year 3

$100,000 (500,000/5 yrs)

$100,000

$100,000

$113,000 (note 1)

$113,000

$113,000R&M

year 1

year 2

year 3

0

0

$100,000 (note 2)

0

0

0 (note 3)

•Note 1 – ($400,000/5) + ($100,000/3)•Note 2 – overhaul considered day-to-day servicing of the asset and expensed as incurred – included in operating costs with R&M•Note 3 – overhaul is capitalized and depreciated over the remaining 2 year life of the asset



Entity A Entity BEarnings

year 1

year 2

year 3

($100,000)

($100,000)

($100,000)

($113,000)

($113,000)

($113,000)EBITDA

year 1

year 2

year 3

0

0

($100,000)

0

0

0

Entity B has lower earnings but better EBITDA – all else being equal Entity B will have a better debt to EBITDA ratio.


Interest Coverage

• Interest Coverage − no significant changes to interest expense and accounting therefore

under IFRS− required to capitalize interest expense under IFRS – policy election

under Canadian GAAP− rarely see interest capitalized under CGAAP− generally the interest coverage ratio contemplates the effect of

capitalized interest – may need to remind clients that capitalized interest is still interest when calculating covenants


Debt to Capitalization

• Senior and Total Debt− no significant changes to reporting of debt under IFRS − in Trust entities potential for change to reporting of convertible debt

(equity classified conversion feature may not be permissible) – often subordinated debt

− classification of trust units – if reported as a liability under IFRS

• Capitalization – several potential impacts− treatment of trust units under IFRS− ARO discount rates – very significant impact on equity− mark-to-market fluctuations on convertible debentures− gains and losses on sales and other non-monetary transactions− significantly increased potential for impairments under IFRS


Debt to Capitalization

Significant concerns with mid to larger entities with respect to the impact of IFRS on capital (i.e. retained earnings)− ARO impact could be massive− Goodwill impairment if done at lower level− PP&E impairment− Classification of trust units


Cash Flow from Operations

From the point of view of the buyer, all else being equal, which is a better deal?− Entity A – get better cash flow for the same price

Entity A has elected an IFRS policy choice to report the $0.5 million interest on debt as a financing activity. Entity B elected to continue the presentation under Canadian GAAP and report the interest cost in operating cash flow.

− Entity A and B are equal once cash flow from operations is normalized to compare the two entities

Entity A Entity B

Cash flow from operations

$1.5 million $1.0 million

Purchase price $5 million $5 million

Multiple 3.3 x 5.0 x



Entity A Entity B

Tax uncertainties

Tax benefits from a tax structure are recorded under IFRS if the structure is considered to be probable.

Probable is defined as a should level of opinion (greater than 70%)

A structure has been implemented that will reduce current tax by $100,000. Likelihood of success –65.14%

Tax benefits from a tax structure are recorded under IFRS if the structure is considered to be probable.

Probable is defined as a more likely than not (greater than 50%)

A structure has been implemented that will reduce current tax by $100,000. Likelihood of success – 65.14%

Which entity will have a lower cash tax liability/expense?



Entity A Entity B

Tax benefit recorded

nil – did not reach should level of opinion

$100,000

All else being equal Entity B looks better – lower tax burdens. However, accounting threshold for tax uncertainties is not clear under IFRS. Policy elections are avaliable that can result in two answers with the same fact pattern.


Questions


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© 2010 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. Printed in Canada.

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