Chapter 23 Other Measurement and Disclosure Issues Prepared by: Dragan Stojanovic, CA Rotman School of Management, University of Toronto Other Measurement and Disclosure Issues Disclosure Issues •Full disclosure principle revisited •Increase in reporting requirements •Accounting policies •Illegal acts •Segmented reporting Other Measurement Issues •Related-party transactions •Subsequent events •Reporting on financial forecasts and projections Auditor’s Reports •Unqualified opinions •Qualified opinions Unincorporated Businesses IFRS/Private Enterprise GAAP Comparison •Comparison of IFRS and private enterprise GAAP •Looking ahead •Adverse opinions •Interim reporting •Internet financial reporting and continuous disclosures 2 Other Measurement and Disclosure Issues Disclosure Issues •Full disclosure principle revisited •Increase in reporting requirements •Accounting policies •Illegal acts •Segmented reporting Other Measurement Issues •Related-party transactions •Subsequent events •Reporting on financial forecasts and projections Auditor’s Reports •Unqualified opinions •Qualified opinions Unincorporated Businesses IFRS/Private Enterprise GAAP Comparison •Comparison of IFRS and private enterprise GAAP •Looking ahead •Adverse opinions •Interim reporting •Internet financial reporting and continuous disclosures 3 The Full Disclosure Principle • The full disclosure principle calls for financial reporting of significant facts affecting the judgement of an informed reader • The problems of implementing this principle are costs of disclosure or information overload • The profession continues to develop guidelines: – should a given transaction be disclosed – what format this disclosure should take 4 Increase in Reporting Requirements • Reasons for increasing reporting requirements of public companies: – Complexity of the business environment (e.g. derivatives, business combinations, pensions) – Need for timely information (e.g. interim data, financial forecasts) – Accounting used as a control and monitoring device (e.g. disclosure of management compensation, related-party transactions, errors and irregularities) 5 Types of Financial Information Financial Statements • • • • Balance Sheet Statement of Income Statement of Cash Flows Statement of Changes in Shareholders’ Equity/Retained Earnings Notes to the Financial Statements Examples: • Accounting Policies • Contingencies • Inventory Methods • Number of Shares Outstanding • Alternative Measures (market values of items carried at historical cost) 6 Types of Financial Information Other Means of Financial Reporting Examples: • Management Discussion and Analysis • Letters to Shareholders Other Information Examples: • Discussion of Competition and Industry • Analysts’ Report • Economic Statistics • News Articles about Company 7 Notes to Financial Statements • Notes amplify or explain items presented in the body of the financial statements • The accounting policies of the entity must be disclosed as the first note or in a separate section preceding the notes (called Summary of Significant Accounting Policies) • Notes to the financial statements include: – Inventory valuation method – Amortization policy followed – Changes in accounting policies 8 Illegal Acts • Illegal acts are defined by the CICA as “a violation of a domestic or foreign statutory law or government regulation attributable to the entity…or to management or employees acting on the entity’s behalf.” • The item may require recognition in the balance sheet or income statement • Note disclosure may be required 9 Segmented Business Reporting Requirements • • • • Information on how the segment contributes to the total business operations Investors want information from the income statement, balance sheet, and cash flow statement on individual segments Reporting segmented information helps users: 1. Better understand the enterprise’s performance 2. Better assess future net cash flows prospects 3. Make more informed judgements about the company PE GAAP does not provide guidance for reporting segmented information 10 Segmented Business Reporting Requirements • IFRS requires that the financial statements include selected information on a single basis of segmentation • The segments are evident from their organizational structure (operating segments) • This method is called the management approach 11 Segmented Business Reporting Requirements What is an operating segment? Any component of an enterprise that: 1. Engages in business activities from which it earns revenues and incurs expenses 2. Has senior management regularly review results • Assess performance • Review resource allocation decisions made 3. Has discrete financial information available 12 Aggregation of Operating Segments • Operating segments may be aggregated if they have the same basic characteristics 1. The nature of the products and services provided 2. The nature of the production process 3. The type or class of customer 4. The methods of product or service distribution 5. The nature of the regulatory environment, if applicable 13 Reportable Segments An operating segment is identified as a reportable segment if it satisfies one or more of the following criteria: 1. The revenue criterion 2. The profit or loss criterion 3. The identifiable assets criterion Three other factors are considered in addition to the above tests 1. Segment results are 75 percent or more of combined sales to unrelated customers 2. No more than 10 segments are required to be disclosed 3. Segment may be presented separately on grounds that separate information would be useful to users (even if not meet any of the tests) 14 Reportable Segments Criterion Revenue Profit or loss Identifiable assets Thresholds 10 percent or more of the combined revenue of all operating segments 10 percent or more of the greater of: (a) the combined profit of all operating segments not showing a loss or (b) the combined loss of all operating segments reporting a loss 10 percent or more of the combined assets of all operating segments 15 Measurement Principles • The accounting principles used for segment reporting and for consolidated statements need not be the same • Some accounting principles may not apply at the segment level – Common costs are not required to be allocated among the segments – Such allocation is arbitrary and may not produce an objective division of costs among segments 16 Required Segmented Information • IFRS requires reporting of the following: 1. 2. 3. 4. 5. 6. General information about its reportable segments Segment profit and loss, assets, liabilities, and related information Reconciliation of segment revenues, profits and losses, and segment assets Products and services – amount of revenues from external customers Information about geographical areas – if amounts are material, foreign information (e.g. revenue) must be disclosed by country Major customers – if 10% or more of revenue from one customer, must disclose 17 Interim Reporting • PE GAAP does not provide guidance on interim reporting • IFRS provides guidance but does not mandate which entities need to provide interim information • Annual reports and interim reports must use the same accounting principles (e.g. inventory cost formula, revenue recognition) • Costs and expenses other than product costs (i.e. period costs) are often recorded in the interim period as they are incurred 18 Interim Reporting • At a minimum, condensed balance sheet, comprehensive income statement, statement of changes in equity, statement of cash flows, and notes are required • Earnings per share (EPS) information is also required if the company must present this information in its annual information 19 Interim Reporting • The balance sheet should be presented as at the end of the current interim period with a comparative balance sheet as of the end of the immediately preceding fiscal year • The income statement should be presented for the current interim period and interim year to date with comparatives • The statement of changes in equity should be presented cumulatively for the current fiscal year to date with comparatives, and • The statement of cash flows should be presented cumulatively for the current fiscal year to date with comparatives 20 Interim Reporting Minimum disclosure requirements include: 1. Whether statements are in compliance with GAAP 2. Accounting policies and methods 3. Any seasonal or cyclical period considerations 4. Nature and amount of unusual items 5. Nature and amount of estimate changes 6. Issuances, repurchased, and repayments of debt and equity securities 21 Interim Reporting Minimum disclosure requirements include (cont’d): 7. Dividends paid 8. Information about reportable segments 9. Subsequent events 10. Changes in composition of entity 11. Contingencies 12. Any other information required for fair presentation and/or material to understanding of period 22 Interim Reporting Problem Areas 1. Changes in Accounting • Changes applied retroactively to prior interim periods • Comparable interim periods from previous fiscal years also restated 2. Earnings per share • Each interim period EPS is stand alone 3. Seasonality • Problem related to matching principle 4. Continuing Controversy • Auditor’s involvement in the interim reporting process • Timeliness of information 23 Internet Financial Reporting • Companies are increasingly disclosing financial information through websites • Corporations can reach more users by the Internet • Internet reporting can make traditional reports more useful: • Corporations can report more timely information • They can also report disaggregated data, therefore financial reports are more relevant • There is concern about security on the Internet (i.e. hackers), equality of access to electronic reports, and reliability of information distributed via the Internet 24 Other Measurement and Disclosure Issues Disclosure Issues •Full disclosure principle revisited •Increase in reporting requirements •Accounting policies •Illegal acts •Segmented reporting Other Measurement Issues •Related-party transactions •Subsequent events •Reporting on financial forecasts and projections Auditor’s Reports •Unqualified opinions •Qualified opinions Unincorporated Businesses IFRS/Private Enterprise GAAP Comparison •Comparison of IFRS and private enterprise GAAP •Looking ahead •Adverse opinions •Interim reporting •Internet financial reporting and continuous disclosures 25 Related Party Transactions • Related-party transactions arise when a business engages in transactions with another party that can significantly influence its policies • Related party transactions are individually assessed • Related parties include the following: a)Companies or individuals with control b)Investors and investees with significant influence or joint control c)Company management d)Members of immediate family 26 Related Party Transactions • Measurement is a major accounting and reporting issue • A basic assumption is that the transactions are between arm’s length parties • If this condition not met, should disclose that transaction is between related parties • Should report economic substance rather than legal form of transactions • Under PE GAAP/ASPE, some related-party transactions must be remeasured to the carrying amount of assets or services exchanged (see following decision tree) 27 Related Party Transactions – Decision Tree Related party transaction occurs Is transaction in the normal course of operations? No Is there a substantive change in the ownership interests of the item transferred? Yes Is the amount of the Yes exchange supported by independent evidence? Yes Yes No Commercial substance and value supported No No Measure at carrying amount Is the transaction non-monetary? No Yes Measure at exchange amount 28 Related Party Transactions • Example: Assume Knudson Limited sells land worth $20,000 (with a carrying value of $15,000) to a Bay Limited (a related party) • In exchange, Bay Limited transfers a building that has a NBV of $12,000 • This transaction is not in normal operations and does not change ownership interests • Therefore, must be measured at carrying value; journal entry required by Knudson: Building 12,000 Retained Earnings 3,000 Land 15,000 29 Related Party Transactions The following disclosures are recommended: 1. 2. 3. 4. 5. The nature of the relationship Description of the transactions The recorded amounts of transactions Measurement basis used Amounts due from or due to related parties at the balance sheet date, and terms and conditions 6. Contractual obligations with related parties 7. Contingencies involving related parties 8. Under IFRS, management compensation and name of parent company (as well as ultimate controlling entity/individual) 30 Subsequent Events • Notes to the financial statements must explain any significant financial events that occurred after the balance sheet date, but before the date of issue (under IFRS, date authorized for issue) Financial statement period Post balance sheet events Balance sheet date Issue date 31 Subsequent Events Two types of post-balance sheet events must be disclosed 1. Events that provide additional evidence about conditions that existed at balance sheet date and require adjustment • Examples: – loss on accounts receivable due to customer’s bankruptcy, where customer’s poor financial condition existed at the balance sheet date – Settlement of litigation if event giving rise to litigation existed prior to balance sheet date 32 Subsequent Events 2. Events that provide evidence about conditions that did not exist at balance sheet date and do not require adjustment • Examples: – A bond or share issuance – A fire or flood resulting in a loss – Changes in foreign exchange rates – A purchase of a business 33 Financial Forecasts and Projections • • The investing public needs a greater quantity and quality of information about corporate expectations The disclosures take one of two forms: 1. Financial forecast of an entity’s expected financial position, results of operations, and cash flows 2. Financial projection based on hypothetical assumptions • The difference is one of likelihood of happening 34 Forecast Arguments Arguments For • Information about the future facilitates better decisions • Corporate disclosures limit the speculation about forecasts that are informally circulated • Historical information may not be adequate in a world of frequently changing circumstances Arguments Against • Information about the future may be misleading and unreliable • Corporations may strive to meet published projections regardless of shareholders’ interests • Incorrect projections may lead to legal actions • Forecasts may provide information to competitors that may be detrimental to corporate interests 35 Other Measurement and Disclosure Issues Disclosure Issues •Full disclosure principle revisited •Increase in reporting requirements •Accounting policies •Illegal acts •Segmented reporting Other Measurement Issues •Related-party transactions •Subsequent events •Reporting on financial forecasts and projections Auditor’s Reports •Unqualified opinions •Qualified opinions Unincorporated Businesses IFRS/Private Enterprise GAAP Comparison •Comparison of IFRS and private enterprise GAAP •Looking ahead •Adverse opinions •Interim reporting •Internet financial reporting and continuous disclosures 36 Auditor’s Report • Another important source of information is the Auditor’s report • The auditor conducts an independent examination of a company’s accounting data to determine whether the financial statements are prepared fairly in accordance with GAAP • The auditor’s report reflects the auditor’s conclusions • In most cases, the auditor issues a standard unqualified or clean opinion 37 Auditor’s Reporting Standards Based on Canadian Auditing Standards: 1. Auditor’s report shall be in writing 2. Report should have a title 3. Report should be addressed as required by engagement 4. Introductory paragraph should identify entity, state that statements have been audited, refer to significant accounting policies and specify period covered 5. Repot should articulate management’s responsibility for financial statements 38 Auditor’s Reporting Standards (cont’d) Based on Canadian Auditing Standards: 6. Report should articulate auditor’s responsibilities 7. Report should describe what audit entails 8. Report should obtain audit opinion 9. Report should be signed and dated 39 Auditor’s Opinion The auditor can render or provide: 1. An Unqualified (clean) opinion 2. A Qualified opinion 3. An Adverse opinion (circumstances) 4. A disclaimer of an opinion (no opinion can be given) 40 Unqualified Auditor’s Report • If the auditor is satisfied that the financial statements present fairly, in all material respects, the financial position, results of operations, and cash flows in accordance with GAAP, an unqualified opinion is expressed 41 Qualified Opinion • A qualified opinion contains an exception to the standard opinion • That is, except for the effects of the matter related to the qualification, the financial statements are fairly presented in accordance with GAAP • It may also relate to a scope limitation; that is, where the auditor has not been able to obtain sufficient and appropriate audit evidence 42 Adverse Opinion • An adverse opinion is required if exceptions to fair presentation are so material that, in the independent auditor’s judgement, a qualified opinion is not justified 43 Other Measurement and Disclosure Issues Disclosure Issues •Full disclosure principle revisited •Increase in reporting requirements •Accounting policies •Illegal acts •Segmented reporting Other Measurement Issues •Related-party transactions •Subsequent events •Reporting on financial forecasts and projections Auditor’s Reports •Unqualified opinions •Qualified opinions Unincorporated Businesses IFRS/Private Enterprise GAAP Comparison •Comparison of IFRS and private enterprise GAAP •Looking ahead •Adverse opinions •Interim reporting •Internet financial reporting and continuous disclosures 44 Unincorporated Businesses Key accounting issues include: 1. Clear definition of the business entity – Statements should clearly report the business name and that the business is not incorporated 2. Clear reporting of any amounts accruing to the owners 3. There is no provision for income taxes 45 Other Measurement and Disclosure Issues Disclosure Issues •Full disclosure principle revisited •Increase in reporting requirements •Accounting policies •Illegal acts •Segmented reporting Other Measurement Issues •Related-party transactions •Subsequent events •Reporting on financial forecasts and projections Auditor’s Reports •Unqualified opinions •Qualified opinions Unincorporated Businesses IFRS/Private Enterprise GAAP Comparison •Comparison of IFRS and private enterprise GAAP •Looking ahead •Adverse opinions •Interim reporting •Internet financial reporting and continuous disclosures 46 Looking Ahead • IFRS has developed own standards for private enterprises 47 COPYRIGHT Copyright © 2010 John Wiley & Sons Canada, Ltd. All rights reserved. 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