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  • Welcome to Deloitte Financial Reporting Updates, our webcast series for issues and developments

  • related to the various accounting frameworks.

  • This presentation is bringing clarity to an IFRS world, Clarifications to IFRS 15, Revenue

  • from Contracts with Customers, Understanding the Final Standard.

  • I’m Jon Kligman, your host for this webcast and I’m joined by others from our Advisory

  • and National Accounting Groups.

  • A couple of housekeeping items before I tell you about our agenda.

  • If you would like a copy of the slides, they are available for download on the same webpage

  • as where you accessed this webcast.

  • You can direct colleagues to the webcast link by referring them to the Deloitte Canada Center

  • for Financial Reporting, which is accessible from the IAS Plus website at iasplus.com.

  • Simply select Canada English from the dropdown menu at the top right of the webpage.

  • Ok, let’s get to our agenda.

  • First, youll hear from Nura Taef who will set the stage by providing us with a brief

  • summary of the new revenue recognition standard and some of the topics discussed by the Joint

  • Transition Resource Group.

  • Then, Nura and Maryse Vendette will speak to guidance and examples set out in the recently

  • issued IFRS 15 clarifications.

  • Maryse will also provide a comparison of IFRS in US GAAP amendments to the respective standards

  • and to provide some insight on implementation considerations for IFRS 15.

  • Cindy Veinot will then walk us through the case study.

  • Our comments on this webcast represent our own personal views and don’t constitute

  • official interpretation of accounting guidance from Deloitte.

  • Before taking any action on any of these issues, it’s always a good idea to check with a

  • qualified advisor.

  • No professional development certificates will be issued for attending this webcast.

  • We encourage you to check with your provisional institute or ordre regarding professional

  • development credits.

  • I now like to welcome our first two speakers, Nura Taef and Maryse Vendette.

  • Nura is a senior manager in our national office and part of our IFRS Center of Excellence.

  • Nura’s main area of focus is on determination of final technical positions on interpretations

  • and application matters for revenue recognition issues both, for other IFRS centers and client

  • service teams in Canada.

  • Maryse Vendette is a partner with our national office and is the co-leader of the Canadian

  • IFRS Center of Excellence.

  • She is a national subject matter authority in the field of revenue recognition as well

  • as the member of Deloitte’s Global Expert Advisory Panel on Revenue.

  • Thanks Jon.

  • Before we get started in to more detailed discussions regarding the amendments to IFRS

  • 15, I just want to start off by providing a brief recap on some of the more significant

  • events related to the standard that have led up to this point.

  • So, just over 2 years ago on May 2014, the IASB issued IFRS 15, which was the result

  • of the joint project with the US National Standard Setters, the FASB.

  • Concurred with the release of IFRS 15, the FASB issued Topic 606 US GAAP equivalent and

  • in issuing this new standard, the board’s objective was really to address stakeholder

  • concerns around inconsistencies and weaknesses in existing revenue standards by providing

  • a comprehensive and robust revenue recognition framework.

  • Subsequently, the IASB and FASB jointly established the transition resource group for revenue

  • recognition referred to as the TRG.

  • With the intention to support implementation of this new standard and provide a form to

  • solicit, analyze and discuss stakeholder concerns.

  • Since the issuance of the standard, this joint TRG met 6 times.

  • As a result of these ongoing discussions, the boards are made aware of a number of requirements

  • in the new standard where different interpretations were emerging as to how these requirements

  • should be implemented and practiced.

  • In light of these ongoing discussions, the boards felt it appropriate to defer the effective

  • date of the standard by one year.

  • So, from an IFRS 15 perspective, this meant moving from mandatory effective date of annual

  • reporting periods beginning on or after Jan 1, 2017, to annual reporting periods beginning

  • on or after Jan 1, 2018.

  • This ongoing discussion also highlighted for the boards the need to clarify certain requirements

  • of the standard.

  • So, in April 2016, the IASB issued targeted amendments to the standard and introduced

  • some transitional relief as well.

  • With the issuance of these amendments, the IASB is of the view that the stakeholders

  • must focus on their implementation efforts as IFRS 15 will not be subject to further

  • changes.

  • In light of the IASB’s comments, we wanted to get sense of where our listeners are at

  • in terms of their implementation process.

  • When you registered for this webcast, you were asked to complete a number of survey

  • questions, one of which was where you are at in the process of adopting IFRS 15.

  • As you can see on the screen, the majority of our listeners were either in very early

  • stages of assessment or had not yet begun any sort of preliminary assessment.

  • Although 2018 may seem far away at this point, given the potential breadth of impacts of

  • the standard, I think it is important to empathize that we really need to shift focus to the

  • standard and its potential applications.

  • IFRS 15 includes some specific scoping considerations that may present some differences with the

  • existing revenue recognition guidance, which makes it important to be mindful of the details

  • of this guidance.

  • The scope of the standard is intended to cover all contract customers with the exception

  • of those contracts that are leasing contracts, insurance contracts, financial instruments

  • or other contractual rights or obligations and non-monetary transactions between entities

  • in the same line of business to facilitate sales to customers or potential customers.

  • In addition, the guidance and the standard as it relates to the transfer control will

  • need to be applied not just contracts with customers within the scope of IFRS 15, but

  • also to some transfers or sales of non-financial assets.

  • So, collaborators or partners or those that fall partially within the scope of IFRS 15

  • and partially within the scope of other standards will require additional consideration and

  • assessment.

  • I also wanted to emphasize that IFRS 15 has a broadened scope, as it not only addresses

  • revenue recognition but also addresses the requirement for contract costs, being incremental

  • cost of obtaining a contract and cost of fulfilling a contract.

  • As I mentioned earlier, the effective date of standard is now annual reporting periods

  • beginning on or after Jan 1, 2018, including interim periods.

  • Earlier application is permitted under both IFRS and US GAAP, however, as noted on the

  • slide, US GAAP prepares can only adopt as of the original effective date of standard

  • which should be annual reporting periods beginning after December 15, 2016.

  • I won’t spend too much time on this next slide and will refer listeners to our July

  • 2014 webcast available at our Center for Financial Reporting, where we provide a more detailed

  • analysis of the new revenue model, if you require further context on the 5-step model

  • and some of the basic requirements of the standard.

  • What I will highlight is that the IFRS 15 model for revenue recognition is based on

  • 5 steps, starting with identifying the contract with the customer, identifying the performance

  • obligation, determining the transaction price, allocating the transaction price to the performance

  • obligations and finally, recognizing revenue whenever the entity satisfies the performance

  • obligation.

  • The application of this 5-step model results in recognition of revenue in a manner to depict

  • that transfer of promised goods or services in an amount that reflects the consideration

  • that an entity expects to be a entitled to in exchange for these goods or services, which

  • is the core principle of IFRS 15.

  • In addition to the 5-step model, the standard includes application guidance to clarify how

  • the principles in IFRS 15 should be applied, including how those principles should be applied

  • to the features found in a number of typical contracts with customers.

  • Some examples are sales with the right of return, licenses, warranties and customer

  • options for additional goods and services amongst others.

  • As mentioned earlier, subsequent to the issuance of the new standard, the IASB and FASB jointly

  • established the TRG.

  • Although non-authoritative and the TRG does not issue guidance, TRG members will share

  • their views on issues that have been raised by stakeholders as they work through implementation.

  • The TRG may make recommendations to the board to further discuss and consider specific implementation

  • issues which have in fact occurred as demonstrated by the amendments most recently issued.

  • Up to the end of 2015, the TRG discussed in their joined meetings an approximate 48 papers,

  • the majority of which the TRG members determine to be sufficiently addressed by the existing

  • requirements and guidance in the standard.

  • Although not a comprehensive list, some of these topics are listed on the slide to provide

  • you with some context on the array of issues being discussed.

  • I do want to highlight an important announcement that was made earlier this year by the IASB.

  • When the board completed their decision making process, being their decisions around the

  • clarifications, the board also confirmed that they do not plan to further schedule any meetings

  • of the IFRS constituent to the TRG.

  • Nonetheless, the IASB will continue to use other forums such as their website, as a mechanism

  • for the stakeholders to submit any further potential implementation issues to ensure

  • that they continue to support the consistent and faithful implementation of IFRS 15.

  • Although not scheduled to meet, the IFRS constituent of the TRG are not disbanded and if necessary,

  • they can be re-called to discuss an issue.

  • This past April, another TRG meeting was held; however, for the first time, this meeting

  • was only amongst the US GAAP constituents of the TRG.

  • Some IASB board members and the IASB staff did participate as observers in this meeting

  • and may continue to do so for future meetings.

  • It is the IASB’s intention to continue to collaborate with the FASB and therefore monitor

  • these discussions that the FASB may have with the US GAAP constituents of TRG.

  • The papers discussed and the minutes of the TRG meetings are all publicly available and

  • we encourage you to be informed and educated on these discussions.

  • The topics of collectability, performance obligations, gross versus net, identifying

  • promised goods or services, licenses, non-cash consideration received from a customer, shipping

  • services and specific transition considerations are topics whereby the TRG concluded that

  • additional discussion was required on the part of the boards, as different views merged

  • from the TRG discussions on the implementation of these requirements.

  • Now, getting into the clarifications, throughout 2015 the boards discussed the topics from

  • the previous slide that were brought to their attention by the TRG and concluded that certain

  • amendments would be required which resulted in the issuance of clarifications to IFRS

  • 15 issued in April 2016 by the IASB and a number of accounting standard updates issued

  • by the FASB throughout 2016.

  • The IASB has reiterated the objective of these amendments is not to change the underlying

  • principles of IFRS 15 but rather to clarify the board’s intentions when they initially

  • developed the requirements of IFRS 15.

  • In the decision to issue these clarifications, the IASB applied a high hurdle in considering

  • what amendments were required in order to minimize changes where possible and reduce

  • disruption to the implementation process.

  • The board acknowledged that anytime new standards are issued, a number of initial questions

  • arise, these questions generally get resolved over time as they are worked through.

  • However, the board wanted to balance this belief with the need to be responsive to the

  • issues and concerns raised that are challenging entities in their implementation efforts.

  • As such, the amendments are really focused on the areas whereby the IASB believed clarifications

  • are essential or where the benefit of conversions with FASB in topic 606 outweighs the potential

  • cost of making amendments.

  • It is noteworthy that although both boards issued amendments, the boardsamendments

  • are not necessarily the same in all instances and there may be a level of divergence as

  • it relates to the approach taken by each board.

  • In addition, the FASB decided to make more extensive amendments to topic 606 and made

  • amendments for issues in which the IASB concluded that no amendments would be required.

  • We will provide a high level overview of these differences throughout the webcast.

  • The first amendment I wanted to speak to relates to step 2 of the revenue recognition model.

  • The focus of step 2 of the model is to identify promised goods and services and then to identify

  • the performance obligations that arise as result of these promises.

  • The objective of the step is really to identify a meaningful unit of account for the purposes

  • of recognizing revenue.

  • As such, step 2 is really a fundamental part of IFRS 15 because it will impact the accounting

  • in subsequent steps of the model.

  • The identification of performance obligations is premised on the principle of distinct goods

  • or services.

  • The standard includes two specific criteria that must be met in order for promised goods

  • or service to be considered distinct.

  • In order to meet the distinct criteria, and be classified as a performance obligation,

  • identified goods or services in question must be both, capable of being distinct and distinct

  • within the context of the contract.

  • Within the context of the contract is a new concept introduced in IFRS 15.

  • Underlying this concept is the existence of separable risks.

  • So, if the risk assumed by the entity in fulfilling an obligation to transfer one promised good

  • or service is inseparable from the risk of transferring another, these goods or services

  • are not distinct within the context of this contract.

  • Although the notion of separable risks is the basis for assessing whether the goods

  • or services are distinct in the context of the contract, in practice, the concept is

  • not necessarily practical and this terminology isn’t included in the standard.

  • Rather the boards included the notion of separately identifiable into the standard, which is largely

  • influenced on separable risks but more operable in practice.

  • So in the context of the contract, are the promised goods or services separately identifiable

  • from one another?

  • Although this is the question that requires judgement, to provide more of a framework

  • to make this determination, the boards included 3 specific factors to consider when determining

  • whether goods and services are separately identifiable from one another.

  • This being 1-significant service of integration, 2-significant modification or customization

  • and 3- high dependency or interrelated.

  • It is this concept of distinct in the context of the contract and the supporting factors

  • included in the standard that has resulted in some diversity in stakeholdersunderstanding

  • of how this should be applied in practice.

  • The TRG discussion indicated that the 3 supporting factors introduced in to the standard to assist

  • in determining whether the goods or services are separately identifiable were being applied

  • more broadly than intended, resulting in an inappropriate combination of promised goods

  • and services in to a single performance obligation.

  • In addition, the TRG discussions highlighted that stakeholders may be interpreting these

  • factors as criteria to be met as opposed to a non-exhaustive list of factors to consider.

  • In order to alleviate the stakeholder concerns and address interpretation issues, the IASB

  • made some amendments to this part of the standard, specifically, the IASB added additional wording

  • to the standard to specify the objective in determining whether the goods or services

  • are separately identifiable.

  • The amendment specified that the objective of this concept is to determine whether the

  • nature of the promise within the context of the contract is to transfer each of those

  • goods or services individually, or instead, to transfer a combined item or items to which

  • the promised goods or services are inputs.

  • So, here we are trying to identify when an entity’s performance in transferring a bundle

  • of goods and services is to fulfill a single promise to the customer or not.

  • The importance here is really placed on understanding the relationship between the items in the

  • contract.

  • Items may be dependent on one another due to their nature, meaning a functional relationship.

  • However, a functional relationship does not necessarily imply that the items are not separately

  • identifiable from one another, rather the level of integration, interrelation, or interdependence

  • among the promises should be assessed to evaluate whether there is a transformative relationship

  • between the items in the process of fulfilling the customer contract.

  • So, is the combined item or items more or substantially different from the sum of the

  • individual promised goods or services?

  • In completing this assessment, the focus is on the characteristics of goods and services

  • themselves and not the way the customer may be required to use the items, so disregarding

  • contractual limitations.

  • For example, if a customer contracts to purchase equipment and installation services from an

  • entity and the installation is of such a nature that it is non-complex, but capable of being

  • performed by other service providers, just because the customer may be contractually

  • required to use the entity’s installation services, does not change the evaluation of

  • whether the installation services are distinct in the context of the contract.

  • The IASB also reframed the perspective from which the factors to assess the notion of

  • separately identifiable was being made.

  • Previously, the three factors were from the perspective of whether the goods and services

  • are separately identifiable.

  • Now, they are re-structured to be from the perspective of whether the goods or services

  • are not separately identifiable and therefore constitutes single performance obligation.

  • Just a reminder again that these factors are a non-exhaustive list and are not intended

  • to be evaluated independently of a separately identifiable principal.

  • An amendment was to specifically clarify the first factor around significant integration,

  • in that significant integration doesn’t only apply when a single output is created.

  • This factor may still apply even if the combined output includes more than one phase, element

  • or unit.

  • So, ultimately, the resulting output does not need to be one single unit.

  • The FASB’s decisions in terms of amendments made in this area are converged with that

  • of IASB.

  • So let’s work through an example, a customer enters into an agreement with a contractor

  • to build a hospital, the contractor is responsible for a variety of tasks which include engineering,

  • procurement, construction, finishing, etc.

  • The contractor is also responsible for overall management of the project.

  • Assume that each task or service can also be provided by another entity or by the contractor

  • itself and this is evidenced by the fact that the entity regularly sells each of these services

  • on their own to other customers.

  • As you can see, there are a number of identified promised goods and services in this contract.

  • Now, based on this, how many performance obligations are there in this contract?

  • To complete this assessment, we need to conclude whether the goods and services are firstly

  • capable of being distinct and secondly, separately identifiable or distinct within the context

  • of the contract.

  • So, if we go to the next slide, well start by the assessment of being capable of being

  • distinct.

  • This is based on whether the customer can benefit from the good or service on its own

  • or together with other readily available resources.

  • The standard notes specifically that as an entity regularly sells a good or service separately,

  • this in itself, would indicate that the customer can benefit from the good or service on its

  • own or together with other readily available resources.

  • In this case, given that they are sold separately, they are capable of being distinct and meet

  • this criteria.

  • Now, for the second criterion, whether the promise to transfer the goods or services

  • are separately identifiable.

  • In this contract, there was a significant service of integration being provided by the

  • contractor.

  • As the contractor is managing and coordinating various construction tasks and assuming the

  • risk associated with the integration of those tasks, meaning, the contractor is taking the

  • inputs, so for example, the labour, the goods, and is transferring these inputs into a combined

  • output, being the hospital for which the customer has contracted.

  • Therefore, the individual promised goods and services are not separately identifiable from

  • one another.

  • As such, you would need to combine and re-evaluate to determine that there was a single performance

  • obligation in this case.

  • Let’s consider another example, this time the entity contracts with the customer to

  • provide a piece of off-the-shelf equipment, meaning the equipment is operational without

  • any significant customization or modification.

  • The contract also includes an obligation to provide specialized consumables to be used

  • in the equipment.

  • Consumables will be used at predetermined intervals over the next three years.

  • The entity is the only producer of these consumables, they are regularly sold separately by the

  • entity.

  • What are the performance obligations in this contract?

  • Again, going back to the criteria for identifying performance obligations, in this case, the

  • equipment and the consumables are each capable of being distinct as they are regularly sold

  • separately by the entity.

  • To determine if the promise to transfer equipment and consumables, are each separately identifiable,

  • we should look to the factors included in the standard.

  • First thing, integration, there is no significant integration service being provided here.

  • The equipment and consumables are not combined to create a combined output for the customer.

  • Secondly, customization and modification.

  • In this case, neither the equipment nor the consumables result in any sort of customization

  • or modification of the other good.

  • Lastly, interdependency.

  • This is the factor which I personally, like many stakeholders, find challenging to assess.

  • In this case, the argument can be made that the consumables can only be used after the

  • customer has control of the equipment, meaning consumables have no use on their own.

  • However, these goods do not significantly affect each other.

  • Think about it from the perspective of fulfilling the promises in the contract.

  • The entity would be able to fulfill its promise to transfer equipment even if the customer

  • did not purchase any consumable.

  • Similarly, the entity would be able to fulfill its promise to provide consumables, even if

  • the customer acquired the equipment separately.

  • So, really, the nature of the promise is to provide equipment and consumables, not the

  • equipment fueled with consumables.

  • As such, there are two performance obligations in this contract.

  • And with that, I’ll turn it over to Maryse who is going to speak to principal versus

  • agent considerations.

  • Perfect.

  • Great.

  • Thanks Nura.

  • So, I’ll continue with clarifications and deal specifically with, at this point, principal

  • versus agent considerations.

  • So, the TRG also discussed a number of issues in relation to the principal versus agent

  • assessment, which is useful in determining whether an entity should recognize revenue

  • on a gross or net basis when a third party is involved in transferring goods and services.

  • So, the discussions included whether control is always the basis for determining whether

  • an entity is a principal or an agent, how the control principal and the indicators work

  • together, how to apply the control principal to contracts that involve transferring intangible

  • goods or services.

  • And these discussions ultimately resulted in targeted amendments to the principal versus

  • agent guidance in the standard itself, in illustrative examples and in the basis for

  • conclusions and by the way, these changes are the same under US GAAP as well.

  • So, the amendments clarify that to determine the nature of a promise, i.e. whether to determine

  • the entities are principal and provides goods or services itself or whether the entity is

  • an agent and arranges for goods and services to be provided by another party.

  • Entities need to consider basically two things, the first one is to appropriately identify

  • what are the specified goods or services that are being transferred to the customer.

  • So specified goods and services is a new term that has been introduced here in the clarifications

  • and what it means is distinct goods or services.

  • So, it’s important to identify that, as a reseller, an entity can be a principal in

  • transferring a good or service and therefore their promise is the underlying performance

  • obligation of transferring that good or service, but they also can be an agent and transfer

  • or arrange for another party to transfer goods and services and therefore, transfer only

  • a right to those goods and services.

  • That’s why it is important to clearly identify what are the specified goods or services being

  • transferred for which we are assessing whether the entity controls those goods or services

  • before they are transferred to the customer.

  • As you can see in the slide, there are indicators of control, when the control is not clearly

  • determinable and there are three indicators now.

  • Those three indicators are primary obligor, so who is responsible for fulfillment or primary

  • fulfillment and acceptability from the customer’s perspective.

  • So, who is the primary obligor, that’s not a new factor, we have that currently under

  • IAS 18, who has inventory risk, inventory risk before the customer contract is signed

  • or even after transfer of control for example, on a right of return, who has discretion in

  • establishing price, again not a new indicator but does the vendor have reasonable discretion

  • in establishing the price at which the good or service will be resold to a customer.

  • There is additional guidance as well, and clarifications about how each of these indicators

  • supports the assessment of control and it is important to note that there are two indicators

  • that were previously included in the standard that have been removed, because they were

  • considered to be less helpful in the evaluation of the control and these include whether the

  • form of consideration is a commission and whether the vendor is exposed to credit risk

  • of the customer.

  • Those were considered to be less helpful in the evaluation of whether an entity actually

  • controlled the good or service before they were resold.

  • The clarifications also acknowledge that some indicators may be more or less relevant to

  • the assessment of control than others depending on the nature of goods or services in different

  • contracts and that this list is not an exhaustive list and its merely, theyre there to support

  • and not necessarily override the assessment of control.

  • So, moving on, the amendments also clarify that an entity can be a principal and therefore

  • control a specified good or service before it is transferred in various situations as

  • you can see there, in the gray shaded box, on the slide.

  • So an entity can be a principal, for example, when it transfers a good or another asset

  • like an intangible, from another party, we can think for example, if we are selling hardware.

  • An entity can be a principal when it has a right to a service to be performed by another

  • party that it then transfers to the customer i.e., it directs the other party to transfer

  • the specified service to the customer.

  • We can think here, for example, of a right to a meal or a right to a flight or a right

  • to the services to be performed by a subcontractor for example and we will see an example of

  • that in a minute.

  • The entity could be a principal when it transfers a good or service from another party that

  • it then would combine with its own goods or services that constitutes single performance

  • obligation under step 2 of the model, where we identify whether goods or services are

  • distinct as Nura just mentioned.

  • So in other words, are the goods and services provided by a third party distinct from the

  • goods and services provided by the entity itself.

  • If they are not distinct, then the entity would be principal for the combined integrated

  • performance obligation.

  • So, I think itll become clear as we go through some examples of gross versus net.

  • So, we will look at two examples which were added as part of the clarifications to the

  • standard on the next slide.

  • So, we have a set of facts here, an entity enters into a contract to provide office maintenance

  • services and the entity and the customer define and agree on the scope and price of the services.

  • The entity is responsible for ensuring that the services are performed in accordance with

  • the terms and conditions of the contract and the customer is invoiced an agreed upon price

  • monthly with 10-day payment terms.

  • We are told that the entity hires a third party service provider to provide the office

  • maintenance services to its customers and the payment terms in the contracts with the

  • service providers are aligned with the payment terms in the contracts with the customers

  • and the entity’s obliged to pay the service provider even if the customer fails to pay.

  • So the question is, is the entity principal or agent in this transaction?

  • So how would we go about making that determination?

  • On the next slide, we will see in this case there is another party that’s involved in

  • providing goods and services to a customer.

  • To determine whether the entity is principal or an agent, the entity must first identify

  • what are the specified goods or services to be provided to the customer here, and assess

  • whether it controls those goods or services before they are transferred to the customer.

  • In this case, the specified services are the office maintenance services and there is no

  • other goods or services that are promised to the customer.

  • So, the question is, does the entity control the maintenance services before they are transferred

  • to the customer?

  • So, even though the entity obtains a right to office maintenance services only after

  • they have entered into the contracts with the customer in this case, that right is not

  • transferred to the customer.

  • The entity retains the control to the right and that is demonstrated by the fact that

  • the entity can decide whether to direct the service provider to provide the office maintenance

  • services for that customer or for any other customer or for its own facilities for example.

  • And the customer does not have a right to direct the service provider to perform services

  • that the entity has already agreed to provide with the service provider.

  • So, the entity controls the services before they are provided, because it has the ability

  • to direct the service provider, the office maintenance service provider to perform or

  • provide the specified services on its behalf.

  • In addition, an analysis of the indicators would provide further evidence that the entity

  • controls the office maintenance services before they are transferred because for one, the

  • entity is primarily responsible for fulfilling the promise to provide the office maintenance

  • services, although the entity hired a service provider to perform that service, it’s the

  • entity itself that’s responsible for ensuring that the services are performed and are acceptable

  • to the customer.

  • The entity has discretion in setting the price for the services to the customer in this case

  • and although the entity may have mitigated inventory risk, because it doesn’t commit

  • itself to obtain the services before obtaining the contract with the customer, that fact

  • alone will not be sufficient to override the conclusion that the entity does control the

  • office maintenance services before they are provided to the customer.

  • So, in conclusion, in this example, the entity is the principal in the transaction and would

  • recognize revenue in the gross amount.

  • If you look at another example, in this set of facts, an entity sells services to assist

  • its customers and more effectively targeting recruits for open job positions.

  • It performs several services itself; however, in interviewing candidates, performing background

  • checks, etc., but as part of the contract, the customer agrees to obtain a license to

  • access a third party’s database of information on potential recruits.

  • The entity arranges for this license with the third party, but the customer contracts

  • directly with the database provider for the license and the entity collects payment on

  • behalf of the third party database provider, but as part of the overall invoice to the

  • customer and the database provider sets the price charged to the customer for the license

  • and they are responsible for providing technical support and credits for service downtime and

  • other technical issues in this case.

  • So, the question again is, is the entity the principal or agent in this contract?

  • So, again in this case, there is a third party that’s involved in transferring goods or

  • service to a customer, so we have to determine whether the entity is acting as a principal

  • or agent and to do that, we must first identify the specified goods or services to be provided

  • to the customer and assess whether those goods or services are controlled before they are

  • transferred to the customer.

  • So in this example, we assume that the recruitment services and the database access license are

  • distinct performance obligations.

  • As a result, there are two specified goods or services to be provided to the customer,

  • access to the third party’s database and recruitment services.

  • If you could just move ahead one slide please, thanks.

  • So, for the database license, the entity does not control the access to the database before

  • it is provided to the customer, because the customer contracts for the license directly

  • with the database provider.

  • The entity doesn’t control access to the provider’s database.

  • It cannot, for example, grant access to the database to a party other than the customer

  • and it can’t prevent the database provider from providing access to this customer.

  • So, also when we consider the indicators in turn, they provide evidence that the entity

  • does not control access to the database, because the entity is not responsible for fulfilling

  • the promise to provide the database service to the customer.

  • The customer contracts for the license directly with the third party database provider and

  • it is the provider that’s responsible for the acceptability of the data access, and

  • they provide technical support and service credits etc.

  • The entity does not have inventory risk, because it does not purchase or commit itself to purchase

  • the database access before it’s actually resold to the customer.

  • And the entity does not have discretion in setting the price for the database access

  • with the customer, because the database provider sets that price and so the entity concludes,

  • in this case, that it’s an agent in relation to the third party database service.

  • However, when they are looking at the recruiting services, the entity is principal in relation

  • to the recruiting services, because it performs those services itself and no other party is

  • involved in providing those services to the customer.

  • So, here we have an example of a case where an entity is principal for some goods and

  • services and an agent for other goods and services.

  • So, moving on now to licenses, another topic of discussion.

  • The TRG also discussed issues related to the application of the licensing guidance and

  • one of which was difficulties in determining the nature of the entity’s promise in granting

  • a license to intellectual property.

  • You will remember that IP licenses may include licenses of software technology, movies, music,

  • trademarks, etc., and the standard indicates that to determine whether the license transfers

  • over time or at a point in time, entities must first determine the nature of the promise,

  • whether it provides a right to access intellectual property as it exists throughout the term

  • of the license or whether it provides the right to use IP, as it exists when the license

  • is granted.

  • So IFRS 15 indicates that the nature of license provides a right to access, and should be

  • recognized over time if three criteria are met and those are, those that you see here

  • on the slide.

  • So, the first one, the contract requires that the entity undertake activities that significantly

  • affect the IP, the rights granted by the license directly expose the customer to positive or

  • negative effects of those activities and those activities don’t result in a transfer of

  • goods or service to the customer.

  • It’s on the first criteria here where it says amended on the slide, that application

  • questions where focused.

  • IFRS 15 will clarify by providing additional application guidance on when activities change

  • the IP to which the customer has the rights, in such a way, the ability of the customer

  • to obtain benefit from that IP is significantly affected.

  • So, the amendments clarify that the activities undertaken by the entity would significantly

  • affect the IP if either, activities significantly change the form which is the design or the

  • content of the IP or its functionality, which is the ability to perform a task, or the activities

  • which significantly affect the IP if the ability of the customer to obtain benefit is substantially

  • derived or dependent on those activities.

  • The IASB also acknowledged that if IP has significant standalone functionality, like

  • might be the case for software, for example, where the activities of the entity do not

  • significantly affect the form or the functionality of that IP, then those activities would not

  • significantly affect a customer’s ability to derive benefit from that IP and therefore,

  • the nature of the license would be to provide a right to use the license at the point in

  • time that it’s granted and recognized at a point in time.

  • So, it is important to know the FASB’s approach on licenses differs and it may result in differences

  • in application.

  • So, I think it is useful to look at an example to understand how the logic here might be

  • applied.

  • So on the next slide we have a set of facts and this is an example from the standard.

  • So, an entity, a music record label licenses to a customer a recording of a classical symphony,

  • the customer has the right to use symphony in all its commercials.

  • So this is sort of the use restriction, for two years and this is the time restriction,

  • in country A, here we have a geographical restriction.

  • In exchange for providing the license, the entity receives fixed consideration of CU

  • 10,000 monthly and the contract does not include any other goods or services.

  • So, the question is, is the license grant a right to use or right to access IP in this

  • case.

  • So, for starters, in this case there is only one performance obligation which is to grant

  • the license to the record label and the term of the license 2 years, its geographical scope,

  • the customer’s right to use the recording only in country A, and the defined permitted

  • use for the recording which is in commercials are all attributes of the promised license

  • in the contract and those would not affect the nature of the license.

  • When assessing the nature of the entity’s promised to grant the license, the entity

  • does not have any contractual or implied obligations to change the license recording.

  • The contract does not require, the customer does not reasonably expect the entity to undertake

  • activities that would significantly affect the license recording and therefore, the license

  • recording has significant standalone functionality which is the ability to be played and enjoyed

  • and therefore, the ability of the customer to obtain the benefits of the recording is

  • not substantially derived from any of the entitiesongoing activities.

  • So, because of that, the entity concludes that the nature of its promise is to provide

  • the customer with the right to use the IP as it exists at the point in time the license

  • is granted and revenue is recognized when control transfers to the customer, which is

  • when the customer can use and benefit from the license, most likely at the beginning

  • of the license term.

  • But if you were to contrast that to say a license of the brand like in the case of the

  • franchise agreement for example.

  • Well, the brand does not have significant standalone functionality and the capacity

  • of the customer to benefit from the brand is significantly affected by the ongoing activities

  • of the franchiser to continue to support the brand.

  • So, in that case, the nature of the license would be a right to access IP that would be

  • recognized over time.

  • So, moving on now to sales based or usage based royalties.

  • IFRS 15 requires an entity to recognize revenue for a sales based or usage based royalty promised

  • in exchange for a license of IP when the later of the two events occurs and this is represented

  • on the bottom right box of the slide here.

  • At the later of when the subsequent sales or usage occurs and the performance obligation

  • to which some or all of the sales based or usage based royalty has been allocated has

  • been satisfied and this is referred to as the royalty’s constraint.

  • So, stakeholders had indicated that it was sometimes unclear when the sales based royalty

  • constraint should be applied.

  • Is it whenever there’s a sales based royalty, even when the sales based royalty also relates

  • to other goods and services in addition to the license or it is only when the sales based

  • royalty relates to the license alone?

  • So, we can think of many examples where a sales based royalty can relate to both the

  • license of IP and other goods and services.

  • We can think of software license with maintenance and other services, franchise licenses with

  • training and consulting services for example.

  • So, the board decides to clarify in the same way under both IFRS and US GAAP, that the

  • application of the royalty’s constraint as highlighted as the amended portion here

  • on the screen, that the royalty constraint applies whenever a license of IP is the sole

  • or the predominant item to which the royalty relates and that would be the case if the

  • customer would ascribe significantly more value to the license versus the other goods

  • and services.

  • Otherwise, if that’s not the case, then the normal step 3 variable consideration constraint

  • would apply to the arrangement.

  • So, let’s look at an example.

  • Here, the facts are that we have a movie distribution company that licenses movie XYZ to an operator

  • of cinemas and has the right to show the movie in its cinemas for 6 weeks.

  • The entity also will provide memorabilia from the filming for display at the customers

  • cinemas before the beginning of the screening period and they will also sponsor radio advertisements

  • for the movie on a popular radio station in the customersgeographical area throughout

  • the screening period and the only consideration that’s received in exchange for providing

  • the license and the additional promotional items is a portion of the operator’s tickets

  • sales for movie XYZ.

  • And so basically, we have a form of variable consideration in the form of the sales based

  • royalty here.

  • And the question is, does the royalty constraint apply and how is the revenue recognized?

  • So, in this case, the license to show movie XYZ is the predominant item to which the sales

  • based royalty relates, because the entity has a reasonable expectation that the customer

  • would ascribe significantly more value to the license than to the related promotional

  • goods or services.

  • So, the entity recognizes revenue from the sales based royalty which is the only consideration

  • under the contract in accordance with the royalty constraint, which is the later of

  • guidance, the later of when the sales or usage occurs or when the performance obligation

  • is satisfied.

  • And in this case, if the license and the promotional items are separate performance obligations,

  • the entity would also allocate the sales based royalty to each of those performance obligations.

  • Ok, so, moving on now to a summary of the clarifications with respect to transition.

  • So, we list here the changes that were made by the clarifications in respect of some transition

  • requirements.

  • So, on the first row here, we deal with completed contracts.

  • Completed contracts, as you might remember under IFRS 15 are contracts for which all

  • the goods and services had been transferred in accordance with previous GAAP, meaning,

  • you know all the obligations of the entity had been fully performed under IAS 11 and

  • IAS 18 under various interpretations.

  • Under the full retrospective method, the IASB has added a new practical expedient which

  • would permit entities not to apply IFRS 15 to contracts that are completed as at the

  • beginning of the earliest period presented.

  • So, if we think of a calendar year end, that would be January 1, 2017, and under the modified

  • approach an entity would or may elect to apply IFRS 15 only to contracts that are not completed

  • as of the date of initial application and again, assuming calendar year end, here we

  • are talking about January 1, 2018.

  • Now, with respect to modified contracts, remember that IFRS 15 includes specific guidance dealing

  • with how to deal with contract modifications, which are changes in the scope or price of

  • the contract and those modifications under the standard can be either accounted for separate

  • contracts, can be accounted for as, you know, termination of a contract and creation of

  • a new contract prospectively or as a cumulative catchup adjustment.

  • There were concerns that applying the contract modification guidance retrospectively on transition

  • would be complex and impracticable, especially for long-term contracts that are frequently

  • modified.

  • So, the board included an additional practical expedient under both transition methods, whereby

  • an entity would not need to apply the contract modification guidance retrospectively to each

  • past modification.

  • Instead they could use hindsight at transition and reflect the aggregate of past contract

  • modifications when identifying the performance obligations and determining and allocating

  • the transaction price, instead of just accounting for the effects of each modification separately.

  • It is important to note that the IASB and FASB are not completely aligned with respect

  • to these changes, either on the dates or on the scope of these expedients.

  • So, we would suggest that if you are interested with US GAAP in this case that you take a

  • look at that.

  • So, here, let’s consider a few consider a few transition scenarios.

  • We have highlighted 4 in green at the top of the slide here and want to look at how

  • those scenarios translate in terms of transition impacts under the full retrospective method

  • or the modified retrospective method.

  • So, consider here contract A that begins in 2014 and ends in 2020.

  • Well, because the contract is not completed either at the date of initial application

  • or at the beginning of the earliest period presented, IFRS 15 must apply to this contract.

  • So, under the full retrospective method, the contract would have to be retrospectively

  • adjusted with restatements as at January 1, 2017, and under the modified retrospective

  • method, the contract would be retrospectively adjusted with no restatement but adjusted

  • in beginning retained earnings at January 1, 2018.

  • Let’s skip Contract B and go to Contract C. So, this is a contract that begins in 2014

  • and ends in 2020, but that is modified in 2017.

  • So, the contract is not completed at either of the dates, so we cannot apply the completed

  • contract elections.

  • But, what about the modification in 2017?

  • Well, we can apply the practical expedient under the modified retrospective approach

  • because of the modification occurred prior to the date of initial application, but under

  • the full retrospective approach, the expedient is not available because the modification

  • did not occur before the beginning of the earliest period presented which is January

  • 1, 2017.

  • And, finally, Contract D, this one begins in 2014 and ends in 2016.

  • The contract is a completed contract and the completed contract expedient and election

  • can be used under both transition methods in this case.

  • Ok.

  • So that’s it for the clarifications to IFRS 15.

  • This slide here simply serves as a reminder of the status of the various amendments issued

  • by the IASB and FASB and we can see here in the grey shaded area the topics where the

  • FASB has made amendments but the IASB decided not to make similar amendments to IFRS 15.

  • So, let us briefly take a look now at those areas on the next few slides.

  • So, the first two issues here on the slide deal with collectability threshold in step

  • 1 of the model.

  • Youll remember that in order to have a contract to which you can apply IFRS 15, certain

  • criteria have to be met and one of those is ensuring the collection is probable.

  • In the new model, in the case that if collection is not probable, then step 1 is not met and

  • revenue cannot be recognized even if cash is received unless or until certain events

  • occurs, notably when the contract is terminated and the consideration received is not refundable.

  • So, there are quite a few discussions at the TRG.

  • They discussed implementation questions about how to apply the collectability criteria in

  • step 1 when the entity has received non-refundable consideration from the customer and that customer

  • was assessed as having poor credit quality.

  • This discussion led to the realization that there were potentially different interpretations

  • of, first of all, how to apply the collectability criteria when it’s not probable that total

  • consideration promised in the contract will be collectable and when to recognize nonrefundable

  • consideration received from the customer as revenue when the contract does not meet step

  • 1.

  • So, on the first point, the FASB decided to amend topic 606 to clarify that an entity

  • should assess the collectability of the consideration promised for the goods and services that will

  • be transferred to the customer and not necessarily for all of the promised goods and services

  • in the contract.

  • That’s because when assessing collectability, if the entity can take certain actions in

  • order to manage its credit risk by no longer transferring goods and services, then collectability

  • of that consideration does not need to be assessed.

  • Rather collectability only should only be assessed with respect to services that will

  • be transferred to the customer.

  • On the second point, there were different views on when a contract may be considered

  • to be terminated.

  • Is that when the entity stops transferring goods or services or when the entity stops

  • pursuing collection.

  • So the FASB decided to amend topic 606 such that an entity that received non-refundable

  • consideration in a contract that doesn’t meet step 1, could recognize revenue when

  • the entity has transferred control of the goods or services to which the consideration

  • they received relates and the entity has stopped transferring additional goods or services

  • and has no further obligation to transfer additional goods or services.

  • So, for these topics, it’s fair to say, on these two points, that the IASB does not

  • expect differences in outcomes between US GAAP and IFRS because theyve mentioned

  • that these amendments reflect their thinking and the intent of the IASB.

  • The last one here, immaterial promised goods or services, the FASB clarified that there

  • is no need to identify promises that would be considered not material in the context

  • of the contract.

  • That assessment of materiality should only be made at the contract level because it would

  • be difficult to require an entity to aggregate and determine the effect on its financial

  • statements of those items determined to be immaterial at the contract level.

  • IFRS 15, on the other hand, requires an assessment of materiality in the context of the financial

  • statements as a whole, but the board the indicated that it was not their intention that entities

  • identify every possible promise good or service in an arrangement, for example, helpline number,

  • training manual, etc. or that it was not their intent that many more promises should be identified

  • as compared to promises that are currently identified under the standard.

  • Moving on, here, we note three issues where the IASB acknowledged that differences may

  • arise with US GAAP.

  • The first one, shipping and handling.

  • The FASB introduced the policy election that would permit entities to recognize as a fulfillment

  • activity, a cost accrual, rather than as a performance obligation, revenue deferral,

  • for shipping and handling that occurs after control transfers.

  • So, there was no amendments similar under IFRS, so this could lead to a possible IFRS

  • difference and it could affect entities where control transfers, let’s say, at shipping

  • point and the entity ships over relatively long period of time.

  • With respect to presentation of sales taxes, the FASB introduced a policy election to present

  • certain sales taxes on a net basis as opposed to determining whether the entity is a principle

  • or agent for each tax and every tax jurisdiction.

  • So, again, here, there is a possible IFRS difference.

  • The IASB did not want to make any changes because they mentioned that this requirement

  • already exists today and people can manage that effort.

  • With respect to non-cash consideration, the FASB amended the standard and an example as

  • well to require non-cash consideration received, for example, shares in exchange for transferring

  • goods and services, to be measured at contract inception as opposed to either when the shares

  • are received or when the goods of services are transferred.

  • So, again, an IFRS possible difference and the illustrative example which was previously

  • converged on this topic now shows a different answer between IFRS and US GAAP.

  • So, definitely one item to look out for if you have non-cash consideration in your arrangements.

  • And, the final point I want to raise here on additional FASB only amendments, are license

  • renewals.

  • We can move to the next slide.

  • The FASB clarified that upon a renewal or extension of an existing license, revenue

  • should only be recognized when the license term begins or at the beginning of the renewal

  • period as opposed to when the parties agree to the renewal.

  • From an IFRS perspective, the board concluded that no amendment would be necessary here,

  • the way that they look at it, you would need to consider whether the renewal should be

  • considered a new license, in which case you would wait for the new license term to begin

  • or whether the renewal represents some modification of an existing contract in which case you

  • would have to consider the modification accounting guidance.

  • So, there could potentially be a difference here.

  • On contractual restrictions on time, geography or use of a license of IP, the FASB indicated

  • that these types of contractual restrictions do not replace the requirement to identify

  • the number of licenses in a contract.

  • So, you can consider, for example, movie rights with the time restriction.

  • Let’s say, you have a situation where you have a movie right, that can only be aired

  • at Christmas time in years 1, 2 and 3 and then in years 6 to 8.

  • While these are the different time restrictions in this arrangement.

  • So, the question is, is this one single license or is it two different distinct licenses where

  • there is a time restriction in its use?

  • So, here the IASB decided not to make any amendments but they believe that there`s sufficient

  • guidance on distinct performance obligations to make the assessments.

  • So, not necessarily thinking that there would necessarily be significant diversity here

  • between IFRS and US GAAP treatment.

  • And finally, when to consider the nature of an entity’s promise in granting a license,

  • an amendment here from the FASB’s perspective that an entity considers a nature of promise

  • in granting a license when applying the general revenue recognition model, whether the license

  • is distinct or not.

  • So, if the license is bundled with other goods or services, you still have to consider the

  • nature of the entity’s promised in determining what the appropriate revenue recognition should

  • be.

  • And again, no amendment from an IFRS 15 perspective and the board’s believe is that the basis

  • for conclusions provides adequate guidance.

  • So, that brings it to an end for me and I will give it back to Jon, I believe.

  • Ok.

  • Thank you very much Maryse and thanks to Nura as well.

  • Definitely a lot of complex application issues related to the application of this standard,

  • as they say, the devil is in the details.

  • Ok, to add more context, let’s turn it over to Cindy Veinot for a case study that sets

  • out some practical considerations related to the implementation of the new standard.

  • Cindy Veinot is a partner in Toronto and has over 20 years of public accounting experience

  • with Deloitte in both Canada and the United States.

  • She has worked with clients on revenue recognition issues on a different accounting frameworks

  • over the last 15 years, and is currently focused on working with clients on assessing the impact

  • of and the implementation of the new revenue recognition standard.

  • Over to you, Cindy.

  • Thanks Jon.

  • So, we thought we would take, I guess, a practical look at how you actually approach this and

  • if I just think back to the slides that Nura presented at the beginning of the Webcast,

  • she mentioned that something like 80 some odd percent of people that responded to the

  • survey have either not started their preliminary assessment or they are just in the process

  • of doing it.

  • So, I think there is good and bad news to that.

  • The bad news is that a lot of you have a lot of work to do, the good news is we thought

  • a case study might be helpful in terms of letting you think about how you are actually

  • going to get started, because it is clear that the standard is detailed and it is clear

  • that, you know, even the amendments that theyve made were necessary to provide additional

  • clarity and so there is a lot of information out there and how do you actually get started

  • in terms of working through, what the impact is going to be to your organization.

  • So in terms of our case study, weve got companies Z Inc. orCZIand weve

  • constructed a company that’s an integrated real estate and construction company and it

  • has a few different divisions, so it has got a construction division, so it provides design,

  • build, refurbishment and or repair of commercial and industrial buildings.

  • So, you might think of that part of the business as having accounted for its primary revenue

  • streams under an IAS 11 model.

  • It has got property management, so overseeing landscaping, security, minor repairs, snow

  • removal and other services for commercial and industrial buildings.

  • So that’s a services model, which is probably an IAS 18 scenario and then, it also has a

  • leasing division where it lends out various commercial and industrial properties, which

  • we will take a look at in terms of scope.

  • So, weve got our person, head of financial reporting, Anne, and she has heard that there

  • are new requirements under IFRS 15 and she wanted to know really where does she start?

  • So, we are going to talk very briefly about some common implementation stuff and then

  • we are going to dive in to the assessment phase.

  • So, in the assessment phase, the first phase, really what you are trying to get, is to identify

  • and pinpoint what are the issues that apply to each of the business groups or the units.

  • Youre really not necessarily going to make a lot of detailed decisions here, but you

  • are trying to surface what the issues are and how are you going to actually approach,

  • thinking through what are you going to have to change from a process perspective and what

  • are your system implementation issues going to be.

  • You want to come out of that with a pretty clear road map and a pretty clear view of

  • who is going to do what in terms of getting through this process.

  • From then, you want to move on to things like scenario development and identifying requirements.

  • And then finally, you need to get into design and testing.

  • Scenario developments are really looking at, you know, if your revenue results in a specific

  • profile now, what is it going to result in, in the future and that’s really important

  • in terms of helping, you know, your senior management understand what the impact of the

  • standard is going to be, because the impact is either going to be, there is a change in

  • timing of recognition or there is a change in presentation.

  • So, Maryse talked a lot about gross versus net.

  • so you are going to be required to go through your transactions again and there definitely

  • could be changes and this analysis in terms of scenario development, you are going to

  • want to go through for transactions when they are first entered into and also with respect

  • to modifications, so again Maryse mentioned that standard has very detailed guidance now

  • on how to account for modifications and so if you are an organization that modifies contracts

  • on a fairly regular basis, then you are going to want to also understand how modification

  • accounting works in your particular organization.

  • And then you are going to get into determining what your requirements are, your business

  • requirements and your functional requirements.

  • So, what kind of additional information do you need?

  • What kind of system change do you think you are going to need to put in place?

  • We had asked one of the survey questions when you registered for this webcast to say, like,

  • what are folks doing in terms of systems for this.

  • It looks like about a third are planning to use something like Excel, which of course

  • has its own risks to it, in terms of being a system without a lot of system based controls

  • in it, but a third are going to look at something like an ERP module for a system that theyve

  • already implemented.

  • So that could be like a SAP or an Oracle, and then a third are undecided at this point,

  • and I think until you get through this assessment phase, it is really hard to know how many

  • changes are required and then how you are going to manage through those.

  • And then, finally when we get to, design, development and testing of needed adjustments,

  • you want to make sure that you are thinking through exactly how you are going to translate

  • the changes in the required accounting into your systems and how it’s going to produce

  • financial information and how you do that with an appropriate timeline in place, so

  • that you can have time to do dual reporting and ensure that the information that you are

  • getting out of the system makes sense.

  • Ok, so then, if we take a deeper dive into assessment activities, a lot of these items

  • we have an additional slide on, so I am going to really cover those when I talk about the

  • slide.

  • The one that we don’t have slide on down at the bottom, a couple of them, one is modeling

  • the impact at a high level on the financial statements and understanding how your metrics

  • might change, so again that gets into just trying to be very clear on how is this going

  • to change your financial statements, is it going to push revenue further out, is it going

  • to result in margin being recognized in a different manner, are you going to be capitalizing

  • costs that you wouldn’t currently capitalize so understanding all of those and then also

  • figuring out what your training requirements are, so there are a lot of parties that are

  • going to be impacted by this standard and are going to want to understand what it means

  • to them and so thinking about who needs to be trained and at what point.

  • Ok, so let’s move on to identifying, evaluating and summarizing the contract types.

  • So, you know, undoubtedly contracts would have been reviewed in your organization for

  • the appropriate accounting, but in all of the work that I’ve done with clients over

  • the last 2 to 3 years on the standard, it really does require going back and looking

  • at those contracts again and so there are a couple of things that I think you want to

  • think about before you kind of dive into the contracts.

  • The first is who is going to do that work, because what I found is that people learn

  • a lot of information about contracting and about the business in terms of doing this

  • work, so I would give some thought to who it is that you want to be doing that work

  • and what they are going to take out of it.

  • And the second thing is, if you can make this more than just a compliance exercise, so if

  • you are going to be reviewing contracts across different business units, maybe contracts

  • in parts of the organization that have been acquired and so, you know, they started out

  • under different contracting model.

  • Can you look at things like risk management in terms of contract terms or other process

  • issues that you might want to take a look at in terms of picking best in class of what

  • you are already doing, so that you can leverage some of that information that you are gathering

  • as you go through.

  • In this particular case, we had said that there were three different divisions and so

  • we have got here just some profiling bullets in terms of each of the divisions and that’s

  • one thing that sometimes is really hard to get at.

  • So, you know, it’s pretty easy to say, ok, what’s the term of the contract and looking

  • at contracts now versus waiting till sometime in 2017 can be really important if you have

  • longer term contracts, because if you have construction contracts that are 3 to 5 years,

  • you are entering into contracts today that are going to be impacted by this standard.

  • So, I think it is really helpful to understand how the standard might impact your accounting

  • so that when you are entering into contracts now, you know what that’s going to look

  • like in the future.

  • Knowing how many contracts are currently active, so can you actually get at that data?

  • Do you know how many contracts are in place and probably more importantly, do you know

  • how standardized your contracts are or how unique they are, because the more unique your

  • contracts are typically the more work you are going to have to do in terms of understanding

  • what the impact of the standard is to your organization.

  • And if you use a standardized template, what is your process in place for making changes

  • to that standardized template?

  • Do you have a process whereby you are going to be able to identify those contracts where

  • individuals in your organization have been permitted to make a change to your standard

  • terms and conditions.

  • So, just getting at that data is really kind of step number 1 in terms of thinking through

  • how much work you are going to do, in terms of the assessment phase.

  • At the bottom here weve got, you know, just thinking through what is in scope and

  • what is out of scope, so back at the beginning of the webcast, Nura had mentioned that leasing

  • is out of scope, so certainly for the lease component of lease transactions outside of

  • scope, you do have to determine whether or not there were any non-lease components within

  • your leasing contracts to determine whether some of those should be recognized in accordance

  • with IFRS 15, and of course, if youve got arrangements that are not called a lease,

  • but, you know, are substantively a lease, you got to look at that guidance as well to

  • determine which standard you are going to account for those arrangements under.

  • So, now let’s look at what kind of issues you might capture and define as you go through

  • this.

  • So, first identifying performance obligations, so again Nura talked a lot about the changes

  • and the clarification to the standard in terms of first of all, you know, going through a

  • process to identify what all your promised goods and services are but then applying judgement

  • to determine what are your distinct performance obligations and in this situation weve

  • identified there’s a construction business, so maybe youve got lots of integration

  • happening between the different promised goods and services, and so you have like potentially

  • just one performance obligation in those contracts, but maybe you have more; there is a lot of

  • judgement that has to go on in terms of determining how many performance obligations you actually

  • have.

  • And performance obligations can be things that are in the contract today or they can

  • be things that you are offering in the future, and so the second item we have on this slide

  • is called identifying material rights and so in this particular scenario, you know,

  • perhaps there are options or renewal rates in the contract.

  • So, for example, in the servicing property management section of the business are there

  • options to extend the contract at a lower price or are there renewal fees and the standard

  • requires you to go through a process to determine whether or not that option is a performance

  • obligation that has value and whether or not you have to attribute value to that and that

  • comes along with its own set of valuation issues, tracking, whether those options are

  • actually used or they actually expire unexercised.

  • And so thinking about how those types of things work in your contract is important and weve

  • dealt with this quite a bit already and weve seen situations where there can be renewals

  • that are, you know, just like next year renewals and they are not so difficult to deal with,

  • but weve also seen situations where the renewals can be many, many years out and so

  • it can be tricky in terms of determining how to value those.

  • Then, you go on to determining, you know, what the transaction price is, fixed or variable.

  • You know, is there any other performance bonuses that are in these contracts.

  • Are there holdbacks that are in the contracts from a construction perspective and are there

  • any financing considerations that need to be taken into account?

  • And principal versus agent, as Maryse talked about, there is some clarifying guidance in

  • terms of going through that analysis and certainly when we think about both the construction

  • business and the property management business, oftentimes there are subcontractors involved

  • in that and so thinking through whether or not the entity remains or is the principal

  • in the transaction or in some cases, it is acting as an agent, is going to be important.

  • Of course, youve got to allocate the transaction price, so if you do end up with a contract

  • that has more than one distinct performance obligation, you have to determine how to allocate

  • the transaction price to the distinct performance obligations and taking into consideration

  • whether you have discounts or variable consideration in place and then actually determining how

  • to recognize revenue when the satisfaction of the performance obligation occurs.

  • So there are two different models in a standard, point in time versus over time and you are

  • going to have to go through for each of these divisions determining which model the contracts

  • meet and also if you are in an over time scenario, how is the entity going to actually measure

  • progress in the contract?

  • So using an input method, using an output method and understanding the implications

  • of those two methods under the new standard.

  • And then finally, just a point on modifications again.

  • This industry is typical of having significant number of modifications and so with the various

  • specific guidance that is in place now in the standard, you are going to have to have

  • systems in place to track accounting for modifications.

  • Weve included a slide on tax issues and really the point is not to ignore tax in this,

  • so depending on what jurisdiction you are under, depending on how the taxing authorities

  • deal with when income is taxed and whether it follows the accounting or not, you want

  • to make sure that you have involved the tax folks in your organization at the right time

  • to ensure that you don’t leave these items to the last minute.

  • So, I wont spend a lot of time on this one.

  • I just want to give you heads up that, you know, tax shouldn’t be ignored.

  • The next thing we want to talk about is disclosure and every time I work with a client on the

  • standard, we always say, you know, think about what you are going to have to disclose early

  • on in the process and don’t leave that until the end, because the standard does require

  • a significant increase in the amount of disclosure and also disclosure on things that you might

  • not be tracking.

  • So we just included reference to one illustrative example here.

  • So there are requirements in the standard now to disclose the revenue that has not yet

  • been recognized for contracts that are in process and so example 42 is a good one to

  • take a look at.

  • Essentially, in a simplistic example you just have three contracts and this is pointing

  • out that 1, there are some practical expedients when you don’t have to do this, but it’s

  • a pretty rare practical expedients, essentially, it’s, if you were a contractor where you

  • are sort of billing by the hour and you recognize revenue based on the amount that is billed

  • and you may not have to provide this additional detailed information, but in the examples,

  • in the type of business that weve provided, where you got long-term contracts for property

  • management or you have construction contracts that take three to five years to complete.

  • You are going to have to provide information in the financial statements about the remaining

  • revenue to be recognized and when you expect it to be recognized and that’s a problem

  • for a lot of organizations because they don’t have a tracking system in place to actually

  • track remaining revenue by contract.

  • So it’s really a backlog concept, so, as always, take a look at disclosure early so

  • that you know if you are going to run into difficulties in terms of what you will have

  • to produce and thinking about things like data quality and those types of items.

  • There are of course many other considerations that you are going to have to take into account.

  • First, you know, developing a communication strategy for the various stakeholders.

  • If you think of all the people that are going to have to get up to speed on this in your

  • organization before the directors and the audit committee who may have already started

  • to ask questions, you got finance wholl probably take the lead in this situation.

  • You got investor relations, they need to be up to speed on explaining the impact of the

  • standard and what is it going to mean on a go forward basis, information technology,

  • so when is the right time to bring them in?

  • Usually we find that if the accountants and finance groups get going first and really

  • get a sense as to what the impacts are going to be, at that point, then, they can start

  • to bring in the IT folks, you know, once you have a better sense of that.

  • Thinking about lenders and the covenants that are going to be impacted, operations or other

  • changes to processes that are going to be needed in order to capture information.

  • We talked about tax and also human resources.

  • So the standard is not just the revenue standard.

  • It also deals with the requirements to capitalize certain contract costs and some of those include

  • things like sales commission.

  • You are going to be dealing with human resources in all likelihood, understand exactly what

  • types of compensation schemes that are in place that maybe impacted in terms of the

  • accounting.

  • Of course, you are going to be developing new policy requirements and working through

  • all of those changes.

  • From a systems and processes perspective you are going to think about whether or not you

  • are going to have a period of dual tracking and how you do that may be determined by how

  • you actually implement the standard.

  • So Maryse talked about the fact that there are a couple of ways to implement in terms

  • of the changes that have been made, but they are both retrospective methods.

  • It’s just a case as to whether or not you restate the prior period or not.

  • And then, last but not least on this slide, internal controls, right.

  • If you change processes, what are the related changes to internal control that need to be

  • made?

  • So the last slide on just getting, kind of, your feet wet in terms of thinking about how

  • to go through implementation is to think about who has got time to do this and so weve

  • done just a quick little calendar here to say, like, if you sketch out until the end

  • of 2017, what’s your team already got on its plate in terms of correlating your annual

  • reporting.

  • People are going to hopefully take some vacation.

  • So what does that leave you with in terms of capacity to get this done and knowing that,

  • you know, as soon as you get IFRS 15 done and over, youve got IFRS 16 right behind

  • it to get done as well.

  • So, you know, if you look at it this way, there was not a ton of time to get everything

  • that you will need to get done and in place by the time you need to.

  • And then finally, you know producing a project road map, I think, is really helpful because

  • once you get through that preliminary assessment, you will have a much better idea as to what

  • you are dealing with and how much time it’s actually going to take your team to get this

  • done and as well then you have the ability to start reporting against your progress in

  • terms of the implementation.

  • So we always recommend to folks that they sketch out, you know, all the things that

  • they are going to need to do in terms of this implementation and then start doing it and

  • start tracking against it.

  • So, good luck everybody with implementation and with that, I will turn it back to Jon.

  • Thanks a lot Cindy.

  • There’s lots of work to be done over the next couple of years.

  • Ok, on your screen in a minute, you will see a list of resources that are available to

  • help you understand IFRS 15 including the clarifications and also to keep you current

  • on the transition resource group discussions.

  • Weve also provided a list of our Deloitte IFRS 15 contacts for your reference.

  • Feel free to reach out to them as you need, you know, if you need help in the implementing

  • the standard.

  • Thanks once again to our speakers today, Nura Taef, Maryse Vendette, Cindy Veinot.

  • I would also like to thank our behind the scenes team, Alexia Donoghue, Chris Tynan,

  • Alan Kirkpatrick and Lie Zhu.

  • We hope you found this webcast helpful and informative.

  • If you have any questions or feedback, please reach out to your Deloitte partner or Deloitte

  • contact.

  • If you like additional information, please visit our website at www.deloitte.ca.

  • And to all of you viewing your webcast, thank you for joining us.

  • This concludes our webcast, Bringing Clarity to an IFRS World, Clarifications on IFRS 15,

  • Revenue from Contracts with Customers, Understanding the Final Standard.

Welcome to Deloitte Financial Reporting Updates, our webcast series for issues and developments

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