PWC Oil and Gas Handbook - Final Sept 2013
PWC Oil and Gas Handbook - Final Sept 2013
PWC Oil and Gas Handbook - Final Sept 2013
com/ca
PwC Calgary
Oil & Gas EGA
Handbook
September 2013
Table of Contents
1. Introduction .....................................................................................................................................................................3
2. Exploration & Evaluation Assets ....................................................................................................................................4
5. Acquisitions ................................................................................................................................................................140
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1. Introduction
There are a number of industry-specific accounting considerations for clients with oil and gas operations. The oil
and gas value chain highlights the different stages of oil and gas operations where significant expenditures are
incurred. A new tier 3 library titled “Canada Energy Industry Supplement” has been added to Aura effective May
2013 and should be used for all clients with significant oil and gas operations.
The primary objective of the new Aura library is to enhance audit quality and efficiency by providing tailored
procedures that can be applied consistently to all clients with oil and gas operations. To further achieve this
objective, the PwC Calgary ATP Champions group has prepared this handbook to provide supplemental guidance to
assist engagement teams in the preparation and review of the EGA’s from the Canada Energy Industry Supplement
library.
The handbook is organized by EGA and will be supplemented with short training presentations on key topics. It is
meant to be used as a training tool that engagement teams can reference while out in the field. This training
material is supplemental guidance only and it will generally not be appropriate for engagement teams to reference
the handbook as part of documentation within their Aura files.
The Canada Energy Industry Supplement library and the guidance within this handbook is based on IFRS.
Guidance in certain areas herein may not be appropriate for clients reporting under U.S. GAAP or ASPE.
Pre-Exploration Costs Costs incurred prior to obtaining the legal right to explore (pre-license
costs). These costs must be expensed under IFRS.
Exploration and Evaluation (“E&E”) Costs incurred to discover hydrocarbon resources and assess the technical
feasibility and commercial viability of the resources found. These costs are
typically capitalized to a separate E&E line item on the balance sheet. See
Chapter 2 for detailed guidance on EGA’s addressing E&E.
Development Costs incurred to obtain access to proved reserves and to provide facilities
for extracting, treating, gathering and storing oil and gas. These costs are
capitalized to property, plant and equipment (“PP&E”). See Chapter 3 for
detailed guidance on EGA’s addressing PP&E.
Production Costs incurred to produce oil and gas for sale and marketing. All operating
costs incurred in the production phase must be expensed under IFRS.
Closure Costs incurred to abandon and reclaim oil and gas properties. This phase
is generally referred to as decommissioning liabilities (formerly “asset
retirement obligations”) under IFRS. See Chapter 4 for detailed guidance
on EGA’s addressing decommissioning liabilities.
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2. Exploration & Evaluation Assets
IFRS 6 Exploration for and Evaluation of Mineral Resources (“IFRS 6”) is the standard that deals with accounting
for E&E assets in the extractive industries. The standard makes it clear that E&E expenditures are limited to those
that occur after an entity has obtained the legal rights to explore and before the entity has demonstrated that
extraction of minerals resources is technically feasible and commercially viable. IFRS 6 does not apply to
development and production activities.
At a high level, exploration costs are incurred to discover hydrocarbon resources and evaluation refers to costs
incurred to assess the technical feasibility and commercial viability of resources found. E&E is a very significant
phase for many oil and gas companies, and a significant amount of expenditure can be incurred throughout this
phase, primarily in the form of acquisition of mineral rights, exploration drilling, equipment and personnel costs,
engineering costs, and costs relating to the acquisition and analysis of seismic information. In instances where test
production occurs during the E&E phase, any income from such production may be netted against the costs
incurred rather than shown as revenue until commercially viable reserves can be demonstrated.
IFRS 6 provides entities with a policy choice with respect to whether E&E expenditures are capitalized or expensed.
Accordingly, when performing audit procedures over E&E assets it is important that engagement teams understand
the client’s accounting policy for E&E costs.
Audit EGA’s
Due to the significance of E&E balances for many oil and gas companies, a number of industry-specific EGA’s have
been developed. These EGA’s can be utilized in Aura by selecting the tier 3 library titled “Canada Energy Industry
Supplement”.
This chapter of the handbook summarizes the EGA’s relevant to E&E and provides supplemental guidance to assist
engagement teams in the preparation and review of the required procedures.
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EGA: Detailed analysis – Exploration and evaluation assets
This EGA is utilized to identify key transactions impacting the E&E balance (e.g. additions, disposals, transfers to
PP&E, impairment) that will be subject to detailed testing in other EGA’s described later in this chapter.
3. Control Considerations
Generally, it is not expected that there will be significant reliance placed on key controls addressing the items
within this EGA on most financial statement audits. For integrated audits, an example of a key client control that
may be tested to address the assertions covered in this EGA is as follows:
An E&E continuity schedule is prepared by the financial analyst. The schedule is reviewed and approved
by the manager of financial reporting. Any reconciling items between the continuity schedule and
detailed E&E listings are investigated.
a) Obtain an analysis of exploration and evaluation Clients should prepare a continuity schedule of their
assets (E&E) account balances (roll forward), E&E asset balances. Often the schedule will be prepared
including balances at the beginning of the in excel format.
period, additions, disposals, transfers, exchange
differences, adjustments arising from business The schedule should distinguish between the various
combinations and balances at the end of the types of transactions impacting the overall E&E balance.
period, and:
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i. trace account balances to the lead None
schedule and the previous year's
working papers;
iii. review the analysis for any possible The most common types of transactions impacting E&E
omissions. are additions, transfers from E&E to PP&E and
impairment. Engagement teams should consider
whether transactions they become aware of through
discussions with the client or performance of other
EGA’s (e.g. acquisition, property swaps, farm-outs, etc.)
have been properly reflected in the E&E continuity
schedule.
b) Obtain a detailed listing of E&E assets and: Engagement teams will need to understand how the
detailed E&E listing is generated and document their
consideration of reliability of data (i.e. how comfort is
obtained that the listing is accurate and complete).
Some clients may have a subledger within their
accounting system that maintains detailed E&E records
while other clients may monitor these assets using excel
spreadsheets.
ii. select reconciling items and, in order to If reconciling items exist, engagement teams are
obtain the desired level of assurance reminded to obtain an understanding of why such
that accuracy is achieved, trace the reconciling items exist and to consider whether they are
selected reconciling items to supporting indicative of an internal control weakness.
documentation, and determine whether
the results of the client's investigations
have been reviewed and approved by a
responsible official;
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5. Links to Templates and Best Practices
No specific templates have been created for this EGA as each client’s schedule will be unique. Teams are
encouraged to make use of client schedules to the extent possible to avoid unnecessary time spent re-entering
information into PwC spreadsheets.
6. GADM Consideration
GADM involvement is not likely to be appropriate for this EGA.
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EGA: Test additions –Exploration and evaluation assets
“An entity shall determine an accounting policy specifying which expenditures are recognized as exploration and
evaluation assets and apply the policy consistently. In making this determination, an entity considers the degree to
which the expenditure can be associated with finding specific mineral resources. The following are examples of
expenditures that might be included in the initial measurement of exploration and evaluation assets (the list is not
exhaustive):
Other items that may be included within E&E additions include capitalized overhead and employee benefits
(including share based payments), capitalized borrowing costs and costs related to settlement of decomissioning
liabilities.
The PwC Publication “Financial Reporting in the Oil & Gas Industry” recommends that borrowing costs during the
E&E phase may be capitalized if they were capitalized under previous GAAP, or that any E&E assets that meet the
asset recognition criteria in IAS 23R in their own right should be considered qualifying assets. In practice, it is
uncommon for most E&E assets to meet the criteria for qualifying assets. For example, an exploration license
would not meet the definition of a qualifying asset as it is available for use in its current condition when purchased,
and does not take a substantial period of time to get ready for use. Large oil sands or offshore E&E projects which
take a significant time to construct may qualify for interest capitalization. If capitalized borrowing costs are
applicable, the EGA “Test borrowing costs capitalized” from the standard IFRS library should be imported into the
Aura file and completed.
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2. Assertions and Likely Sources of Possible Misstatement
The primary assertions being addressed through this EGA are Accuracy, Cut-off, Existence/Occurrence, Rights and
Obligations and Presentation / Classification. The Likely Sources of Potential Misstatement (“LSPM”) relevant to
this EGA are summarized below:
3. Control Considerations
In many instances, engagement teams will be able to perform procedures to identify key controls that may be tested
by PwC and relied upon to reduce the extent of substantive testing required over E&E additions. The following are
examples of controls that engagement teams should consider when developing their audit strategy for E&E
additions:
Authorization for Expenditures (“AFE’s”) are reviewed and approved based on an established delegation
of authority. Note: Typically, a key attribute of this control is the classification determination for a
project (i.e. capital versus expense / E&E versus PP&E).
If actual expenditures exceed the forecast expenditure per the approved AFE a supplemental AFE must be
created and authorized based on an established delegation of authority.
Cheques or wire transfers for payments are approved based on an established delegation of authority.
Automated controls within the accounting system calculate the ‘net expenditure amount’ based on
established ownership percentages (“gross versus net working interest”).
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4. Detailed EGA Analysis
Procedures Guidance Notes
a) Obtain a detailed listing of E&E additions and The first step in performing detailed testing of E&E
perform the following: additions is to obtain a detailed listing of all transactions
which have been classified as ‘additions’ in the E&E
i. Agree the total to the detailed listing of
continuity schedule.
E&E (or lead sheet).
ii. Where there are reconciling items, Engagement teams need to document the procedures
select reconciling items for testing and performed to obtain comfort over the completeness and
trace the items to supporting accuracy of detailed listing from which the sample is
documentation; selected for testing.
iii. Test, to an extent to obtain the desired
degree of assurance, the mathematical
accuracy of the detailed listing
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the testing approach with the client to determine the
most effective way to trace detailed transactions from
the E&E sub ledger to supporting documentation.
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i. Examine documentation (e.g. invoices, Refer to PwC Audit Guide 1051 Sufficient Appropriate
mineral lease agreements, purchase Audit Evidence for guidance on the concept of sufficient
agreements, titles,) that support appropriate audit evidence, sources of audit evidence, as
exploration and evaluation additions or well as relevance and reliability of audit evidence.
subsequent costs and examine the
Supporting documents for E&E additions ideally should
physical site, as necessary. Test to verify
be external, written and obtained directly by the auditor.
that additions are recorded at the
appropriate amount (i.e. cost) based on The engagement team’s documentation should be
supporting documentation. sufficiently detailed to address each of the relevant
assertions / attributes being addressed by the
procedure. Specifically, the documentation should
address:
Accuracy
Comfort is obtained by comparing the dollar amount per
the client’s accounting records (detailed listing) to the
amount referenced on the third party supporting
documentation (e.g. vendor invoice, joint interest billing
statement). If the invoice is denominated in a foreign
currency, the engagement team should document how it
gains comfort over the amount recorded by the client in
its functional currency.
Cut–off
Comfort is obtained by reviewing the details of the
invoice to determine whether the transaction is recorded
in the correct period (note: simply reviewing invoice
date is not appropriate as it is the date when the work
was performed which is most relevant). Additional
comfort is obtained through the search for unrecorded
liabilities and capital accrual testing performed in
separate EGA’s. Engagement teams should clearly
provide a reference to these other EGA’s, if applicable.
Existence / Occurrence
Comfort is obtained by reviewing invoice details and
assessing whether the service/goods have been received.
Classification
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Important Reminder: The primary purpose of this
EGA is to test Existence/Occurrence and Accuracy.
Engagement teams are reminded of the importance of
understanding the population and selecting items for
testing that are relevant to these assertions in the
current year. Two common issues that arise during
testing of E&E or PP&E additions are:
ii. Evaluate whether capitalization is It is very important that engagement teams understand
appropriate in accordance with the the client’s policy for E&E expenditures. This
client’s policy for E&E expenditures understanding should be documented in the Aura file.
(IFRS 6). Assess whether the
expenditures were incurred before the For most clients that followed full-cost accounting under
entity obtained the legal rights to previous CICA HB Part V Canadian GAAP, the policy
explore a specific area or were incurred will be to capitalize expenditures incurred in the E&E
after the technical feasibility and phase. This would typically include costs incurred to
commercial viability of extracting acquire licenses, seismic and geological and geophysical
reserves was demonstrable. (“G&G”) costs and exploration drilling and evaluation
activities.
Note – Pre-exploration costs must be expensed.
Expenditures related to the development of
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mineral resources shall not be recognized as For clients that followed successful efforts accounting
exploration and evaluation assets (IFRS 6.10). under previous CICA HB Part V Canadian GAAP, G&G
costs incurred during the E&E phase will be expensed.
License acquisition costs and drilling costs are initially
capitalized pending evaluation activities.
When vouching additions, it is important that the
engagement team obtain sufficient information to
determine the nature of the expenditure. This may be
evident from the description on the supporting
documentation (AFE, invoice); however in some
instances, discussion with engineers or operational
personnel may be required.
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c) Verify, to an extent based on materiality and Supporting documentation for E&E additions can take
inherent risk, that rights and obligations is many forms depending on the nature of the operation
achieved for E&E by examining titles, deeds, and the jurisdiction in which the client operates.
registration documents, etc. supporting the
ownership of such assets and property. For Evidence supporting the acquisition of mineral rights
documents held by third parties (banks and may take the form of a license agreement, a purchase
other lending institutions) obtain confirmation and sale agreement or a joint operating agreement.
from the custodian that the client has valid title Evidence supporting E&E activity (e.g. drilling, seismic)
to the asset and whether the asset has been may include invoices or joint interest billing statements
pledged as security for liabilities of the client or from an operator partner.
third parties.
Foreign Jurisdictions
6. GADM Consideration
Engagement teams should consider whether GADM can be utilized to assist in the completion of this EGA.
Whether GADM is an effective alternative will be based on the extent of testing (larger sample size may indicate
GADM use is warranted) and the process required to obtain supporting documentation for additions from the
client. In circumstances where supporting documentation (e.g. invoices, AFE’s) can be obtained electronically,
engagement teams should consider whether efficiencies can be achieved by sending detailed listing of additions,
sample selection and related supporting documentation to GADM with instructions for them to prepare the
detailed audit documentation for this EGA. However, it is expected that certain attributes discussed above (e.g.
classification as E&E versus PP&E, capital versus expense classification, and CGU allocation) will likely have to be
performed by the local engagement team as GADM will not have the ability to perform these aspects of the testing.
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EGA: Test the derecognition of exploration and
evaluation assets (disposals and expiries)
Disposals may occur when an entity enters into an agreement with another party to sell an entire E&E property. In
such cases, the gain or loss is determined as the difference between the proceeds received and the net book value of
the E&E asset disposed of. Gains or losses are recognized in profit or loss, but not classified as revenue. The most
appropriate presentation is as a separate line item on the statement of comprehensive income.
An entity may enter into a partial disposal of an E&E property. In such instances, entities have a policy choice
under IFRS 6. An entity can chose to calculate net book value for the interest disposed and derecognize the asset
sold and recognize a gain or loss. Alternatively, an entity may choose to follow their policy from previous CICA HB
Part V Canadian GAAP and apply the proceeds received against the E&E balance with no gain or loss recognized.
Once a policy choice is made, it must be applied consistently to all similar transactions.
Lease expiries
The right to explore for hydrocarbons is typically granted by governments or landholders in the form of mineral
leases or licenses. In most jurisdictions, rights are obtained for a finite length of time. In Canada, mineral leases
typically have a 5 year term. If no drilling activity is undertaken over the lease term, the lease ‘expires’ and the
entity forfeits its rights to explore. There are a number of ways that lease terms can be extended; the most common
of which in many jurisdictions is for an entity to drill a well on the leased land.
Costs incurred to obtain leases / licenses are initially capitalized as E&E assets. IFRS 6 provides entities with
accounting policy choices in respect to how these costs are subsequently measured. Once selected, the accounting
policy should be consistently applied. The most common accounting policies seen in practice are:
a. Lease acquisition costs are initially capitalized and are tracked at a lease level in E&E. If commercially
viable reserves are identified, the lease acquisition costs are transferred to PP&E (along with the cost of the
exploration drilling). If no drilling activity occurs and the entity forfeits its right to explore, the lease
acquisition costs, and any related exploration or evaluation costs (e.g. seismic) are derecognized and
charged to profit and loss (typically referred to as expiries).
b. Lease acquisition costs are initially capitalized in E&E but are tracked by resource play or area. No
accounting entry is recorded upon expiry of individual leases. Instead, costs (including related seismic or
other capitalized exploration and evaluation costs) are evaluated at an area level and either transferred to
PP&E upon determination of commercially viable reserves or charged to the profit and loss if no
commercially viable reserves are found for the aggregate area.
c. Lease acquisition costs are initially capitalized in E&E and are tracked at a lease level in E&E. Upon expiry,
lease costs (and related seismic or other capitalized exploration and evaluation costs) are either transferred
to PP&E and subject to impairment assessment when there is a related CGU or expensed if there is no
related CGU to transfer the costs into;
d. Lease acquisition costs are initially capitalized in E&E and are amortized to profit and loss on a rational
and systematic basis over the term of the lease (usually on a straight line basis). There is no accounting
entry recorded on the date an individual lease expires.
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2. Assertions and Likely Sources of Possible Misstatement
For E&E disposals the following assertions are most relevant: Existence/ Occurrence, Accuracy / Valuation,
Presentation & Disclosure. The Likely Sources of Potential Misstatement (“LSPM”) relevant to this EGA are
summarized below:
3. Control Considerations
Generally, it is not expected that there will be significant reliance placed on key controls addressing the disposal
aspects of this EGA. For integrated audits, the key client controls addressing the assertions covered in this EGA
would usually be something like the following:
Disposal AFE’s are reviewed and approved by the operations manager who agrees the net book value of
the assets disposed to the fixed asset sub ledger and recalculates the gain / loss based on the terms of the
purchase and sale agreement.
Significant contracts entered into are reviewed by the accounting group to determine whether any
accounting implications arise. A memo is prepared for each significant, unusual transaction outlining the
relevant accounting guidance and entries proposed to record the transaction. The memo and related
journal entries are reviewed and approved by the Controller.
In some instances, engagement teams may be able to perform procedures to identify key controls that may be
tested by PwC and relied upon to reduce the extent of substantive testing required over E&E lease expires. The
following are examples of controls that engagement teams should consider when developing their audit strategy for
lease expiries:
Each quarter, the land manager reviews a detailed listing of E&E properties. He reviews listing and
ensures that all lands that expired prior to the balance sheet date have been appropriately derecognized
from E&E.
The financial analyst meets with the land manager each quarter to understand the movements in E&E
properties during the period (e.g. disposals, drilling activity and lease expiries) and prepares a journal
entry to transfer costs to PP&E or derecognize costs for expired leases. The journal entries are reviewed
and approved by the Controller.
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4. Detailed EGA Analysis
Procedures Guidance Notes
a) Obtain a listing of derecognised E&E items and The first step in performing detailed testing of E&E
agree to the detailed listing of E&E. Obtain disposals is to obtain a detailed listing of all transactions
explanation for any significant reconciling items which have been classified as ‘disposals’ in the E&E
and agree to support documentation, where continuity schedule.
applicable.
Note: Often, a client’s continuity schedule for E&E may
group transfers, expiries and disposals together as one
item. As there are separate EGA’s and separate
procedures performed over each of these types of
transactions, engagement teams need to ensure that the
detailed listing provides enough detail to distinguish
between them. Often AFE or cost centre details within
the client’s accounting system can be used to prepare an
appropriately detailed analysis.
b) Select and test disposals, to an extent based on Target testing is the most common approach for testing
materiality and risk, by agreeing to supporting disposals. When selecting items to test, engagement
documentation such as sale agreements, finance teams should consider targeting both disposals where
lease agreements or receipts for donations and there is large net book value disposed of (significant to
consider obtaining external confirmations (IAS balance sheet) and disposals that give rise to significant
16.67(a), 69-70); gains/losses (significant to income statement).
i. Agreeing the net disposal proceeds to Engagement teams should obtain and review relevant
supporting documentation (sale agreements. It is important to read a purchase and sale
agreement, bank deposit, etc.); agreement (or similar document) in full to ensure that
there are no terms or conditions attached to the sale that
would indicate that risks and rewards have not been
fully transferred to the purchaser (e.g. seller retains an
overriding royalty or seller has rights to put the asset
back to the seller).
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Proceeds should be agreed to the signed documents and
traced to bank records for evidence of receipt.
ii. If payment is deferred, recalculating the These types of arrangements are not common in the oil
cash price equivalent of the and gas industry. If a deferred payment is material,
consideration receivable (the difference engagement teams should consider whether discounting
between the nominal amount of the is appropriate.
consideration and the cash price
equivalent is recognised as interest
revenue (IAS 16.72));
iii. Agreeing the carrying amount to the In instances where an entity disposes of assets that
client’s accounting records and relevant comprise a complete E&E area, the net book value of the
working papers; and area is derecognized and the gain or loss is calculated as
the difference between the net book value of the area
and the proceeds received.
In the case of a partial disposal, engagement teams will
need to review the client’s allocation of net book value to
ensure the allocation methodology is reasonable.
Typically, an allocation based on land units disposed
(e.g. acres, hectares) would be considered reasonable.
d) Verify that the gain / loss on disposal are Gains / losses cannot be included within revenue. The
appropriately classified within “other income” most appropriate presentation is as a separate line item
or expenses on the statement of comprehensive on the statement of comprehensive income.
income.
Lease Expiries
Accuracy
Obtain the journal entry and supporting documentation
for all lease expiries recorded in the period. Trace the
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expired acreage to supporting documentation (land
files) to validate the acreage for the lease that expired
during the period. Agree costs derecognized to details
within the client’s accounting system. In many
instances, clients track lease costs in a ‘pool’ and use an
allocation methodology ($/acre) to determine the net
book value of an individual lease on expiry. In such
cases, tests should be performed to obtain comfort over
the $/acre used in the calculation (e.g. validating total
acres and total costs and reperforming the calculation)
Completeness
The more significant risk for this EGA is that the client
may not have accounted for all expired leases during the
period. For many clients, lease continuities are
maintained outside the accounting function (by the land
department) and a risk exists that leases expire without
the accounting group being made aware of it.
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accounted for (completeness). The procedures to be
performed would be consistent with those described
under Policy Choice #1 above. Engagement teams will
also need to consider whether transferring costs to
PP&E could result in impairment at the CGU level.
6. GADM Consideration
GADM involvement is not likely to be appropriate for this EGA.
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EGA: Test transfers of E&E to PP&E
Similar to the discussion on lease expiry accounting, the level (e.g. by well, by lease, by area) at which entity’s track
E&E costs varies depending on the accounting systems in place and the nature of operations. Accordingly, there
are a variety of accounting policies and calculation methodologies applied in respect to transferring costs to PP&E.
The methodology applied for transfers to PP&E would generally be expected to be consistent with the approach to
lease expiries [see discussion under EGA: Test derecognition of exploration and evaluation assets (disposals and
expiries) above for details]. Once selected, the accounting policy and calculation methodology should be
consistently applied.
3. Control Considerations
Generally, it is not expected that there will be significant reliance placed on key controls addressing transfers of
E&E to PP&E for many financial statement audits. For integrated audits, the key client controls addressing the
assertions covered in this EGA would usually be something like the following:
Each quarter, the land manager reviews a detailed continuity schedule of E&E properties. He also reviews
the drilling activity report for the quarter and ensures that all lands drilled during the quarter have been
removed from the E&E properties listing.
The financial analyst meets with the land manager each quarter to understand the movements in E&E
properties during the period (e.g. disposals, drilling activity and lease expiries) and prepares a journal entry
to transfer costs to PP&E or derecognize costs for expired leases. The journal entries are reviewed and
approved by the Controller.
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4. Detailed EGA Analysis
Procedures Guidance Notes
a) Update understanding of the client’s Engagement teams are reminded to document their understanding
accounting policies for (E&E) of the client’s accounting policies in the Aura file.
transfers.
b) Obtain a detailed listing of E&E The first step in performing detailed testing of transfers of E&E to
transfers for the period and agree PP&E is to obtain a detailed listing of all transactions which have
totals to the detailed analysis of been classified as ‘transfers’ in the E&E continuity schedule.
Note: Often, a client’s continuity schedule for E&E may group
E&E. Obtain explanation for any
transfers to PP&E, expiries and disposals together as one item. As
significant reconciling items and there are separate EGA’s and separate procedures performed over
agree to supporting documentation, each of these types of transactions, engagement teams need to
if applicable. ensure that the detailed listing provides enough detail to distinguish
between them. Often AFE or cost centre details within the client’s
accounting system can be used to prepare an appropriately detailed
analysis.
c) Examine documentation supporting E&E costs are transferred to PP&E when commercially viable
the transfer of E&E to PP&E (e.g. reserves are assigned. Engagement teams should obtain evidence
reserve reports supporting the that reserves were assigned for each transfer recorded. This is
technical feasibility and commercial typically achieved through inquiry of the client’s reserve engineer
viability of extracting reserves). and examination of the detailed reserve report (on a well or area
basis depending on the client’s accounting policy).
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d) To ensure completeness of transfers This test should be performed in conjunction with the test described
of E&E, select a sample of under part (e) of the EGA titled “Test the derecognition of
suspended/development wells exploration and evaluation assets (disposals and expiries)”.
included in E&E at the period end
Engagement teams can perform a test that addresses this risk by
and assess whether classification as obtaining a detailed listing of the leases included in E&E at period
E&E is still considered appropriate. end and, using an Accept/Reject testing methodology, for a sample
Evaluate for completeness and of leases, perform the following:
accuracy based on knowledge of the
client and other audit procedures Perform inquiry of the client’s reserve engineer and review
reserve report detail to verify that there are no reserves
performed (e.g. review of reserve
assigned to the lease and therefore it is appropriately classified
report, dry hole expense, PP&E as E&E. If reserves have been assigned, inclusion in the E&E
additions testing). balance is likely not appropriate and an entry to transfer costs
to PP&E may be required.
Note: If the client has mapped their E&E cost centres in the
accounting system to relevant CGU, engagement teams may be able
to rely on testing performed over E&E additions to get comfort that
transfers are being recorded to the correct CGU.
6. GADM Consideration
GADM involvement is not likely to be appropriate for this EGA.
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EGA: Consider whether indictors of impairment exist for
exploration and evaluation assets
The general principles in these standards require companies to assess at each reporting period whether there are
any indications that assets may be impaired. The existence of one or more indicators does not mean the assets are
impaired; however, it does require further testing to assess whether the assets are actually impaired.
Paragraph 18 of IFRS 6 states that “Exploration and evaluation assets shall be assessed for impairment when facts
and circumstances suggest the carrying amount of an exploration and evaluation asset may exceed its recoverable
amount”
Accordingly, it is not a requirement to formally test E&E assets for impairment at each balance sheet date.
However, an entity is required to assess E&E for impairment indicators at each balance sheet date (i.e. quarterly for
public companies). Paragraph 20 of IFRS 6 provides examples of indicators of impairment for E&E assets (note:
this list is not exhaustive):
As discussed further below under the EGA titled “Test impairment assessment – exploration and evaluation
assets”, there is an accounting policy choice for entities as to the level at which E&E costs are quantitatively tested
for impairment. In some instances, entities may chose to aggregate E&E with producing CGU’s at an operating
segment level (e.g. Canada) for quantitative testing. However, impairment indicators should be considered for
each ‘sub-component’ (e.g. property, or geographic region) of E&E rather than at an aggregated level.
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3. Control Considerations
Generally, it is not expected that there will be significant reliance placed on key controls addressing potential
indicators of impairment for E&E for most financial statement audits (comfort will be obtained from substantive
testing). For integrated audits, the key client control addressing the assertions covered in this EGA would usually be
something like the following:
Each quarter, the manager of financial reporting prepares an impairment indicator checklist for E&E
assets to determine whether a quantitative impairment assessment should be performed. A memo is
prepared highlighting the potential indicators considered and the conclusion as to whether or not a
quantitative assessment is performed. The memo is reviewed and approved by the Controller.
a) Obtain management's assessment of Management should prepare an analysis that addresses each of the
whether indications exist that items potential indicators noted in the Overview section above. The
of E&E are impaired and supporting analysis should be prepared for each ‘sub-component’ of E&E (e.g.
documentation (such as budgets, geographic location) rather than at an aggregated level.
business plans, schedule of lease In cases where management does prepare an appropriate
expiries, etc.) IFRS 6.20(a-d) impairment indicator memo, engagement teams should review to
ensure all potential indicators have been considered. It is important
that engagement teams evidence their review of the memo and the
reasonableness of the assumptions and conclusions therein (e.g.
verifying price trends by comparing to third party pricing
informatin). The most efficient way to do this is often to include
audit ticks or other commentary directly in management’s memo
prior to including it in the file. PwC commentary should be clearly
distinguishable on the version retained.
Expiry of rights
Lease expiry is addressed in the EGA titled “Test the decrecognition
of exploration and evaluation assets (disposals and expiries) and
should not be retested here. However, teams are reminded that if a
lease is set to expire shortly after the balance sheet date, additional
discussion with the client is required to understand whether or not
there are plans to drill on the land before the expiry date. If no such
plans exist, consideration should be given to whether impairment
should be recorded at the balance sheet date.
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future plans to verify that there continues to be potential for E&E
assets to be developed. A short term delay in exploration activity
(e.g. excluding activity from the next year’s annual capital budget)
may not be an impairment indicator; however no activity considered
in a client’s long-term capital budget (next 3-5 years) is likely to be
an indicator that a formal impairment assessment is warranted.
Market Capitalization
Paragraph 12(d) of IAS 36 requires impairment testing when the
carrying amount of the net assets of an entity is more than its
market capitalization. This “market cap” indicator is not included in
IFRS 6.
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b) Evaluate the reasonableness of the Engagement teams should explicitly document their conclusion with
impairment indicators used by respect to whether or not impairment indicators exist such that a
management and the judgments formal impairment test is required.
and estimates made during their
impairment evaluation process and Note: If the conclusion is that no indicators exist, it is very
assess whether management’s important that sufficient validation procedures have been
conclusion regarding whether E&E performed by PwC in (a) above to support the conclusion. For
should be tested for recoverability example, if management’s indicator analysis indicates that future
based on the existence of an exploration activity is planned, PwC engagement teams should be
impairment indicator during the validating this assertion by obtaining the long-range capital budget
current period. and reviewing Board minutes where the allocation of resources to
capital projects is discussed. It may also be appropriate to include
specific representations of future exploration plans in the
management representation letter.
c) If impairment indicators exist, Refer to EGA titled “Test impairment assessment – exploration and
perform EGA 'Test impairment evaluation assets” for guidance on testing E&E assets for
assessment – Exploration and impairment.
evaluation assets'.
d) Assess whether there is any Engagement teams are reminded to explicitly document their
indication that an impairment loss consideration of whether indicators exist that an impairment
recognised in a prior period should recognized in prior periods should be reversed. Generally, these
be reversed. IAS 36.110-116. indicators would be the same as those discussed in (a) above, but
based on opposite trends (e.g. an entity’s Board makes a decision to
re-allocate capital to an E&E project which was previously
cancelled).
6. GADM Consideration
GADM involvement is not likely to be appropriate for this EGA.
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EGA: Test impairment assessment – exploration and
evaluation assets
21 An entity shall determine an accounting policy for allocating exploration and evaluation assets to
cash-generating units or groups of cash-generating units for the purpose of assessing such assets for
impairment. Each cash-generating unit or group of units to which an exploration and evaluation
asset is allocated shall not be larger than an operating segment determined in accordance with IFRS
8 Operating Segments
In practice, the following policies are most commonly applied with respect to assessing E&E assets for impairment:
E&E properties are assessed for impairment individually at the property level. This is often the case for
‘wildcat’ E&E properties that are not located near an existing development / producing property for the
entity (i.e. will be a new PP&E CGU if reserves are discovered).
E&E properties are grouped with a development / producing CGU in a similar geographic location for
purpose of impairment testing. This is a common approach when an entity’s E&E assets are primarily
unproved acreage located around existing development / producing properties.
E&E properties are aggregated with multiple development / producing CGU’s without consideration to
geographic location (e.g. at the country level). The grouping of CGU’s in this case cannot be larger than an
operating segment.
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2. Assertions and Likely Sources of Possible Misstatement
The primary assertion being addressed in this EGA is Valuation of E&E. The risk that impairment is not correctly
identified or calculated is included within the LSPM for E&E. A screen shot of the relevant LSPM components is
shown below:
3. Control Considerations
Generally, it is not expected that there will be significant reliance placed on key controls addressing testing
impairment for E&E for most financial statement audits (comfort will be obtained from substantive testing). For
integrated audits, the key client controls addressing the assertions covered in this EGA would usually be something
like the following:
When indicators of impairment are determined to exist, a formal impairment calculation is performed.
The impairment calculation is prepared by the Financial Analyst based on information provided by the
business development, tax and treasury groups. The impairment calculation is reviewed and approved
by the Controller.
The impairment model (excel spreadsheet) is located on a password-protected network drive and access
is restricted to the Financial Analysis. Key formula cells within the model are ‘locked’ to prevent
unauthorized changes.
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4. Detailed EGA Analysis
Procedures Guidance Notes
1. Impairment testing
a) Perform inquiry of management to determine Clients are required to select an accounting policy for
whether there have been any changes to the testing E&E assets for impairment upon adoption of
client’s policy for assessing impairment of IFRS. Once a policy is selected, it is required to be
exploration and evaluation assets (E&E). applied consistently from period to period.
Under IFRS 6.21, E&E assets may be evaluated Accordingly, no changes are expected unless there has
separately, or grouped with a producing CGU been a significant change in circumstances. If
or group of producing CGU’s. The level at engagement teams determine that the level at which the
which E&E assets are tested for impairment is a client is testing E&E is different from prior years,
policy choice under IFRS that should be detailed inquiry of management should be performed
applied consistently. to understand the rationale for the change.
b) Obtain management’s analysis of E&E See policy choices in the Overview section above.
impairment and ensure the allocation of E&E Engagement teams should review the allocation of E&E
assets to CGU’s is consistent with the policy to verify it is consistent with the client’s accounting
noted in (a) above. policy for testing impairment. It is expected that the
allocation of E&E to development/producing CGU’s
would be applied consistently from period to period. If
an E&E asset is allocated to a different CGU than in
prior periods, engagement teams should perform
detailed inquiry of management to understand why and
to gain comfort that the change is not indicative of
management bias to avoid impairment.
c) Test CGU with allocated E&E assets for When E&E assets are grouped with PP&E CGU’s for
impairment following the guidance in the EGA: impairment testing, engagement teams should
“Test Impairment Assessment – Property, document our testing procedures once in the EGA titled
plant and equipment”. “Test impairment assessment – property, plant and
equipment” and include a link to that testing in this
EGA.
d) If applicable, for E&E assets where there are no For entities that are in the exploration stage (no
CGUs or group of CGUs to allocate to for developed / producing properties), the impairment
testing of impairment, consider other means of assessment of E&E can be more complex since typically
determining the recoverable amount such as: no reserve information (future cash flows) exists. In
a. Land valuation report prepared by 3rd these cases, alternative sources of evidence should be
party obtained to determine whether E&E assets are
b. Recent land sales for comparative impaired. In some instances, clients will obtain third
locations party valuation reports on their E&E properties (e.g.
c. Value of any tangible costs associated Seaton Jordan). If this is the primary source of
with E&E evidence for impairment purposes, engagement teams
need to consider performing specific “reliance on
experts” procedures in relation to the land evaluator
using EGA titled – Evaluate the Experts Work.
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Alternatively, engagement teams can compare the net
book value of E&E assets on a per hectare or acre basis
to recent government land sale information (available
from government websites) or to relevant market
transactions for similar assets. Market transaction data
can be obtained from PwC’s VMD group.
6. GADM Consideration
GADM involvement is not likely to be appropriate for this EGA.
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EGA: Test farm-outs, asset swaps and other conveyance
agreements
Asset Swaps
An entity may exchange part or all of their future production interest in a property for an interest in another
property. The properties may be in different stages of development, and depending on how advanced the
development is, the swap transaction could be considered to be an exchange of businesses. The accounting
requirements will be different if the transaction represents the exchange of assets or a business combination.
Under IFRS, an exchange of one non-monetary asset for another is accounted for at fair value unless (i) the
exchange transaction lacks commercial substance, or (ii) the fair value of neither of the assets exchanged can be
determined reliably. There may be more than one asset exchanged or a combination of cash and nonmonetary
assets.
Commercial Substance
Under previous CICA HB Part V Canadian GAAP, exchanges of E&E assets were typically recorded at ‘cost’. The net
book value of the property acquired was equal to the net book value of the property given up and no gain or loss was
recognized.
Under IFRS 6, entities can make an accounting policy choice with respect to exchanges for E&E assets. Entities
may choose to record a gain or loss on a swap of E&E properties if they determine that the transaction has
commercial substance. Once this policy is adopted, it must be applied consistently to all similar transactions. Most
Canadian clients chose to continue with their existing policy for E&E swaps and therefore no entry is recorded as a
result of these transactions.
It is important to note, however, that there is no such policy choice in regards to swaps of properties which are
included within PP&E (i.e. properties that have commercial reserves assigned). For those types of transactions, an
entity must determine whether the exchange transaction has commercial substance by considering the extent to
which the amount, timing and risk relating to future cash flows is expected to change as a result of the transaction.
IAS 16 provides guidance to determine when an exchange transaction has commercial substance.
In most instances, we would expect that a swap transaction involving two properties in the development or
production stage would have commercial substance and therefore the transaction would be recorded at ‘fair value’
with a resulting gain or loss recognized. When an exchange of assets involves both development/producing
properties and E&E properties, this determination becomes more complex and teams should consider consulting
with ACS to determine the appropriate accounting treatment.
Fair Value
If a transaction has commercial substance, the acquired property is measured at the fair value of assets
relinquished unless the fair value of asset or assets received is more readily determinable. A gain or loss is
recognised on the difference between the carrying amount of the asset given up and fair value recognised for the
asset received.
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Generally, if the assets acquired or disposed of have proved or probable reserves attributed, this is an indication
that one or more of the assets has an associated fair value. The transaction likely involves PP&E. Fair value can
generally be established through reserve reports, which are included in most purchase & sales agreements of oil and
gas properties where there are reserves associated.
There are cases where a combination of properties with and without reserves is exchanged. Engagement teams will
have to consider the extent to which a reliable fair value measure can be determined. Note that some purchase &
sales agreements have reference to an estimated contract price, even though no cash is exchanged. Discussions will
have to be held with management to determine whether this contract price is an appropriate representation of fair
value of the contract.
Other Considerations
In some swap transactions, one or both of the properties exchanged may meet the definition of a business as
defined in IFRS 3. If control is obtained over a property that meets the definition of a business then a business
combination has occurred. If the transaction is determined to be a business combination, the more complex
requirements of IFRS 3 apply (refer to Chapter 5 of this handbook for detailed guidance on auditing business
combinations in the oil and gas industry). An entity may also obtain joint control or significant influence when it
acquires an interest in a property through a swap. In such cases, the interest is initially recognised at fair value as
determined above and then the requirements of IAS 28 Investments in Associates and Joint Ventures (amended in
2011) or IFRS 11 Joint Arrangements would apply.
Farm In/Out
A “farm in/out” transaction occurs when a party (the “farmor”) assigns an interest in the reserves and future
production of a property to another party (the “farmee”). This is often in exchange for an agreement by the farmee
to pay for both its own share of the future development costs and those of the farmor. There may also be a cash
payment made by the farmee to the farmor.
This type of transaction is referred to as a “farm in” when considered from the farmee’s perspective and a “farm
out” when considered from the farmor’s perspective. These types of transactions typically occur during the
exploration or development stages and are a common method entities use to share the cost and risk of developing
oil and gas properties. The farmee hopes that their share of future production will generate sufficient revenue to
compensate them for performing the exploration or development activity on behalf of the farmor.
In all cases, the farmee will only recognize costs as incurred, regardless of the stage of development of the asset. The
farmee is required to disclose their contractual obligations to construct the asset and meet the farmor’s share of
costs. The farmee should follow its normal accounting policies for capitalization, and also apply them to those costs
incurred to build the farmor’s share.
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Accounting by the Farmor
Farm out agreements are often non-monetary transactions with no exchange of cash at the date the agreement is
signed. There is no specific guidance in IFRS for these transactions. Accordingly, an accounting policy choice exists
under IFRS. The accounting depends on the specific facts and circumstances of the arrangement, particularly the
stage of development of the underlying asset.
If the farm out transaction relates to an E&E property that has no reserves assigned, the transaction is accounted
for under IFRS 6.
Under IFRS 6, entities can make an accounting policy choice with respect to farm out transactions involving E&E
assets. Entities may choose to record a gain or loss on a transaction as would be the case for a property with proved
reserves (see discussion below) or they can choose to follow their policy under previous GAAP whereby a gain or
loss would not be recognized. Once a policy is adopted, it must be applied consistently to all similar transactions.
The following policy choices have developed under IFRS and engagement teams should be aware of these if the
client has not determined its accounting policy for farm outs:
(1) Recognize only any cash payments received and do not recognise any consideration in respect of the value
of the work to be performed by the farmee and instead carry the remaining interest at the previous cost of
the full interest reduced by the amount of any cash consideration received for entering the agreement. The
effect will be that there is no gain recognised on the disposal unless the cash consideration received exceeds
the carrying value of the entire asset held;
(2) Follow an approach similar to that for assets with proven reserves, recognising both cash payments
received and value of future asset to be received, but only recognise the future asset when it is completed
and put into operation, deferring gain recognition until that point; or
(3) Follow an approach similar to that for assets with proven resources, recognising both cash payments
received and value of future asset to be received, and recognise future asset receivable when the agreement
is signed with an accompanying gain in the income statement for the portion of reserves disposed of.
It is important to remember that if results of exploratory farm-out drilling are unsuccessful, the E&E property
should be evaluated for impairment if management plans to abandon it as a result of the findings.
If there are reserves associated with the property, the farm out should be accounted for in accordance with the
principles of IAS 16, similar to the asset swap above. The farm out will be viewed as an economic event, as the
farmer has relinquished its interest in part of the asset in return for the farmee delivering a developed asset in the
future. There is sufficient information for there to be a reliable estimate of fair value of both the asset surrendered
and the commitment given to pay cash in the future. The rights and obligations of the parties need to be understood
while determining the accounting treatment.
The consideration received by the farmor in exchange for the disposal of their interest is the value of the work
performed by the farmee (e.g. costs incurred to drill wells or complete seismic in accordance with the farm-in
agreement) plus any cash received. This is presumed to represent the fair value of the interest disposed of in an
arm’s length transaction. The farmor should derecognize the carrying value of the asset attributable to the interest
in the proportion given up, and then recognize the “new” asset to be received at the expected value of the work to be
performed by the farmee. After also recording any cash received as part of the transaction, a gain or loss is
recognised in the statement of comprehensive income.
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Assessing the value of the asset to be received may be difficult, given the unique nature of each development. Most
farms out agreements will specify the expected level of expenditure to be incurred on the project (based on the
overall budget approved by all participants in the field development). The agreement may contain a cap on the level
of expenditure the farmee will actually incur. The value recognised for the asset will often be based on this amount
stipulated in the contract.
The following example helps to illustrate the accounting entries required for a farm out
transaction for a property in the development or production stage:
Company N owns 18% and Company P owns 82% undivided interest share in a property. On January 1, 2012 the
companies entered into a farm out agreement with Company R. In exchange for $1.8M and $8.2M respectively,
Company R will drill 2 wells with an anticipated cost of $24M by the end of 2013, and earn 45% interest (Company
N will have 10%, Company P will have 45%). Company R can walk away from the agreement at any time, but will
forego costs incurred to date and will not earn its interest. The carrying value of the assets on Company N’s books
prior to the transaction is $3M. Company R drilled 1 well by December 31, 2012 at an actual cost of $15M and a
second well by June 30, 2013 for $14M. As a result, Company R earned its interest of 45% on June 30, 2013 and is
subsequently responsible for contributing 45% of ongoing costs and earning 45% of revenues. Journal entries for
Company N (the Farmor) are as follows:
January 1, 2012:
DR PP&E $1.5M
CR Deposit for sale of property $1.5M ($15M * 10% new anticipated WI)
DR PP&E $1.4M
CR Deposit for sale of property $1.4M ($14M * 10% new anticipated WI)
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3. Control Considerations
Generally, it is not expected that there will be significant reliance placed on key controls addressing the items
within this EGA. For integrated audits, the key client control addressing the assertions covered in this EGA would
usually be something like the following:
Significant contracts entered into are reviewed by the accounting group to determine whether any
accounting implications arise. A memo is prepared for each significant, unusual transaction outlining the
relevant accounting guidance and entries proposed to record the transaction. The memo and related
journal entries are reviewed and approved by the Controller.
38
These types of arrangements can be complex. If the
transaction is material, consultation with ACS on the
appropriate accounting treatment is encouraged.
6. GADM Consideration
GADM involvement is not likely to be appropriate for this EGA.
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3. Property, Plant & Equipment
PP&E
IAS 16 – Property, plant & equipment is the standard that deals with accounting for PP&E. For oil and gas
companies, PP&E will include costs transferred from E&E upon identification of commercially viable reserves as
well as capitalized costs relating to the development, construction, and production phases of an upstream oil and
gas operation. PP&E may also include mobile equipment, midstream assets (pipelines, processing facilities) and
corporate assets (furniture, fixtures, etc.).
Audit EGA’s
Due to the significance of PP&E balances for most oil and gas companies, a number of industry-specific EGA’s have
been developed. These EGA’s can be utilized in Aura by selecting the tier 3 library titled “Canada Energy Industry
Supplement”. This chapter of the handbook summarizes the EGA’s relevant to PP&E and provides supplemental
guidance to assist engagement teams in the preparation and review of the required procedures.
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EGA: Test additions – Property, plant and equipment
However, there are some important industry-specific considerations that teams should incorporate into their
testing approach for oil and gas companies and these are outlined in the sections below.
For most oil and gas companies, PP&E additions will relate to the following items:
development drilling
completion activities
construction of infrasture / midstream assets
seismic activity
activities in relation to development of identified mineral resources
corporate assets (e.g. furniture, fixtures, etc.)
capitalized workovers*
capitalized overhead and employee benefit expenses (including share-based payments)
costs related to recognition of decomissioning liabilities
acquisition of oil and gas properties
capitalized borrowing costs **
turnarounds and major inspection costs ***
* Workovers are a common activity for oil and gas companies and are generally defined as:
“To perform one or more of a variety of remedial operations on a producing oil well to try to increase
production”
Examples of activities conducted as part of a workover include deepening, plugging back, pulling and resetting
liners, squeeze cementing, etc. It is important to understand the nature of the work being done to determine the
appropriate accounting treatment (capital versus expense). Generally, workover costs should only be capitalized if
they result in an increase in reserves.
** Borrowing costs must be capitalized during the construction of PP&E that meets the definition of a qualifying
asset under IAS 23R. In practice, it is generally uncommon for most conventional upstream assets (e.g. wells) to
meet the criteria for qualifying assets as they generally take less than one year to construct. However, constructed
midstream assets (gas processing plants, pipelines) or oil sands assets (e.g. upgraders) are likely to meet the
definition of a qualifying asset and therefore capitalization of borrowing costs would be mandatory. If capitalized
borrowing costs are applicable, the EGA “Test borrowing costs capitalized” from the standard IFRS library should
be imported into the Aura file and completed.
*** Under IAS 16, cost incurred for major turnarounds or inspection costs are capitalized and amortized over the
period until the next turnaround or inspection. Material turnaround or inspection costs are not common for
conventional upstream oil and gas assets; however clients with oil sands operations or offshore production may
incur significant turnaround costs on a regular basis.
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2. Assertions and Likely Sources of Possible Misstatement
The primary assertions being addressed through this EGA are Accuracy, Cut-off, Existence/Occurrence, Rights and
Obligations and Presentation / Classification. The Likely Sources of Potential Misstatement (“LSPM”) relevant to
this EGA are summarized below:
3. Control Considerations
In many instances, engagement teams will be able to perform procedures to identify key controls that may be tested
by PwC and relied upon to reduce the extent of substantive testing required over PP&E additions. The following are
examples of controls that engagement teams should consider when developing their audit strategy for PP&E
additions:
Authorization for Expenditures (“AFE’s”) are reviewed and approved based on an established delegation
of authority. Note: Typically, a key component of this control is the classification determination for a
project (i.e. capital versus expense / E&E versus PP&E).
If actual expenditures exceed the forecast expenditure per the approved AFE a supplemental AFE must be
created and authorized based on an established delegation of authority.
Invoices are reviewed and approved based on an established delegation of authority to ensure they relate
to the proper period and have appropriate coding.
Cheques or wire transfers for payments are approved based on an established delegation of authority.
Automated controls within the accounting system calculate the ‘net expenditure amount’ based on
established ownership percentages (“gross versus net working interest”).
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4. Detailed EGA Analysis
Procedures Guidance Notes
a) Obtain detailed listings of PP&E additions, The first step in performing detailed testing of PP&E
agree balances and test mathematical accuracy. additions is to obtain a detailed listing of all transactions
which have been classified as ‘additions’ in the PP&E
continuity schedule.
44
material, additional procedures may be required to gain
comfort over the completeness and accuracy of JIB
statements received from the operator. Identifying and
validating controls at the non-operator entity is typically
an effective way of accomplishing this (e.g. testing
control whereby management at the non-operator with
sufficient knowledge and experience reviews the JIB’s
received and approves after assessing the information
for reasonableness).
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The engagement team’s documentation should be
sufficiently detailed to address each of the relevant
assertions / attributes being addressed by the
procedure. Specifically, the documentation should
address:
Accuracy
Comfort is obtained by comparing the dollar amount per
the client’s accounting records (detailed listing) to the
amount referenced on the third party supporting
documentation (e.g. vendor invoice, joint interest billing
statement). If the invoice is denominated in a foreign
currency, the engagement team should document how it
gains comfort over the amount recorded by the client in
its functional currency.
Cut–off
Comfort is obtained by reviewing the details of the
invoice to determine whether the transaction is recorded
in the correct period (note: simply reviewing invoice
date is not appropriate as it is the date when the work
was performed which is most relevant). Additional
comfort is obtained through the search for unrecorded
liabilities and capital accrual testing performed in
separate EGA’s. Engagement teams should clearly
provide a reference to these other EGA’s, if applicable.
Existence / Occurrence
Comfort is obtained by reviewing invoice details and
assessing whether the service / goods have been
received.
Classification
Engagement teams should review invoice details or
other supporting documentation obtain an
understanding of the nature of the expenditure to
validate that it has been appropriately classified as
PP&E in accordance with IAS 16 and the client’s
accounting policies.
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Sample item selected for testing relates to a
prior period. This is common when teams pick
items from January or February in the detailed
listing of additions. Often, these invoices relate
to work performed or supplies delivered in the
prior year. In these circumstances, engagement
teams need to ensure that the invoice was input
properly (Accuracy) and investigate to
determine whether the invoice amount was
properly accrued for in the prior year (e.g.
included in the capital accrual).
Classification
When vouching additions, it is important that the
engagement team obtain sufficient information to
determine the nature of the expenditure. This may be
evident from the description on the supporting
documentation (AFE, invoice); however in some
instances, discussion with engineers or operational
personnel may be required.
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treatment for these activities. Often workovers can be
flagged with separate identifiers within the client’s
accounting system. Scanning a listing of costs included
in this category can be done to determine whether the
risk of inappropriate capitalization is significant enough
to warrant specific procedures.
Allocation of Costs
Testing should include documenting whether or not the
transaction was recorded to the right cost centre within
the client’s accounting system and then ultimately, that
each cost centre rolls up to the appropriate depletion
unit and/or CGU for purposes of depletion and
impairment calculations.
c) If significant additions relate to the replacement Engagement teams should consider whether any of the
of an existing asset, consider whether the additions to PP&E relate to the replacement of existing
replaced asset requires write assets rather than the construction of a new asset. For
down/derecognition. upstream oil and gas operations, it is not expected that
there would be material replacements; however teams
should be aware of the possibility. Specific consideration
should be given to material amounts capitalized for
workovers or at existing infrastructure (e.g. if the client
has a plant expansion or enhancement project that is
being capitalized).
If an addition relates to a replacement of an existing
asset, the client must determine the remaining net book
value of the existing asset and write it down to nil with a
corresponding derecognition loss to the statement of
comprehensive income.
For additional details refer to EGA – Test Disposals.
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5. Links to Templates and Best Practices
Engagement teams are encouraged to utilize the documentation template titled “Additions Testing Templates
(PP&E and E&E)_FINAL.xls” available on Template Manager when completing this EGA. The template can
be modified to incorporate specific testing attributes that may be necessary to document based on client-specific
accounting systems or operations.
6. GADM Consideration
Engagement teams should consider whether GADM can be utilized to assist in the completion of this EGA.
Whether GADM is an effective alternative will be based on the extent of testing (larger sample size may indicate
GADM use is warranted) and the process required to obtain supporting documentation for additions from the
client. In circumstances where supporting documentation (e.g. invoices, AFE’s) can be obtained electronically,
engagement teams should consider whether efficiencies can be achieved by sending detailed listing of additions,
sample selection and related supporting documentation to GADM with instructions for them to prepare the
detailed audit documentation for this EGA. However, it is expected that certain attributes discussed above (e.g.
classification as E&E versus PP&E, capital versus expense classification, and CGU allocation) will likely have to be
performed by the local engagement team as GADM will not have the ability to perform these aspects of the testing.
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EGA: Test well ownership and working interest
Jointly conducted operations are common in the oil and gas industry. Two or more parties will own undivided
working interests in specific wells or an entire property and will share in the costs and risks of operations. This can
be beneficial for an entity that has significant land holdings but limited access to capital (or a number of projects on
the go that compete for corporate capital) because the entity may leverage the resources of a partner with the
capital required to exploit the property.
If a client holds 100% interest in all of its E&E and PP&E properties, detailed testing of working interests in this
EGA can be limited to validating the client’s 100% ownership percentage. However, if the client has less than 100%
working interest, the accounting for PP&E transactions can be significantly impacted by the concept of ‘gross versus
net’ accounting and validation of working interest percentages is an important audit procedure.
Typically, operating agreements between working interest holders designate one party as ‘operator’ in the
Operating Agreement. The operator deals with all the day to day activities of conducting the operations of the well
including:
Non-operator parties are those that have a working interest in the well / property but do not deal with the day to
day operations.
Operating Agreements typically require the operator to pay all of the costs incurred for the property and then
charge each non-operator party its proportionate share of those costs. Accordingly, the operator’s accounting
system must properly accumulate ‘gross’ expenditures (100%) and then apply working interest percentages to
determine the ‘net’ costs to record and the amounts to charge to each non-operator party. The concept of ‘gross /
net’ accounting impacts accounting for E&E and PP&E as well as revenues and operating expenditures as the
operator enters invoices into the system on a gross basis and the accounting system automatically calculates net
amounts. The difference between the gross and the net amounts recorded by the operator is allocated to the non-
operator partners through joint interest billings (“JIBs”).
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2. Assertions and Likely Sources of Possible Misstatement
The primary assertions being addressed through this EGA are Accuracy and Rights and Obligations. The Likely
Sources of Potential Misstatement (“LSPM”) relevant to this EGA are summarized below:
3. Control Considerations
For many financial statement audits, engagement teams may choose not to rely on internal controls surrounding
working interest as audit comfort addressing this risk is more efficiently obtained through substantive testing.
However, for integrated audits, and in some financial statement audits, engagement teams may be able to perform
procedures to identify key controls that may be tested by PwC and relied upon to reduce the extent of substantive
testing required over working interest. The following are examples of controls that engagement teams should
consider when developing their audit strategy for working interest:
Changes to working interest percentages within the land system, production accounting system and
general ledger system are reviewed and approved by the Manager of Joint Venture Accounting.
Each quarter, working interest information in the land administration system is reconciled to the
production accounting system, the general ledger system, the reserve model and the asset retirement
model. Any differences are investigated and appropriate adjustments are made as required.
a) Obtain an understanding of the client's process Engagement teams should document their
for ensuring that changes to working interest are understanding of the client’s processes over working
accurately reflected in key systems (e.g. interest even if a controls reliance approach is not
production accounting, land, decommissioning planned. For most entities, working interest
(ARO) model, reserve report). percentages are important inputs into a variety of
systems (land administration, production
accounting, general ledger, reserve model, etc.) and
the inputs are usually updated in each system
manually with limited interfaces.
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b) Obtain a well listing from the client’s accounting The first step in performing detailed testing of
system that includes the description of the well, working interest information is to obtain a detailed
location and the client's working interest. listing of all wells.
Engagement teams should consider audit work Engagement teams need to document the procedures
performed in the prior year over well listings as a performed to obtain comfort over the completeness
potential source of audit evidence and the impact and accuracy of detailed well listing from which the
on the level of work required over the current sample is selected for testing.
year well listing (i.e. agreeing the listing to the
prior year testing and performing audit The extent of work required will depend on how
procedures over current year well additions and effective the client’s internal controls are with respect
well de-recognitions may be sufficient in most to ensuring accuracy and completeness of working
cases). interest within the accounting system.
Engagement teams are reminded of the Similar to an inventory count, one way of testing the
requirement to document consideration of the accuracy and completeness of working interest would
nature and extent of audit evidence supporting be to sample from a list of wells extracted from the
the reliability of information used in testing of accounting system back to supporting source
non-financial data. If required, ensure documentation to verify the working interest (such
appropriate audit procedures have been planned, as a land file), using accept/reject sampling
executed and documented to support reliance on methodology. Careful reading of the land file will
non-financial data (e.g. well listings). need to take place, as working interest may vary over
time and at what stage of development the well is in
(i.e. exploration, development or post-payout phase).
Discussions with the land department may also be
required to confirm accuracy of the land file. For
some clients with stronger controls, verifying
working interest by comparing to the land system
(e.g. CS Explorer) may be sufficient. Another source
of evidence supporting working interest might also
be documents with the counterparty, such as recently
signed AFE’s. For wells recently purchased, the
purchase and sales agreement should specify the well
and working interest acquired.
To confirm completeness, similar procedures can be
performed, except as a reverse of the process – a
sample of wells from supporting source
documentation such as the well file or land system
can be traced to the accounting system to ensure that
the well is appropriately within the general ledger, at
the accurate working interest.
Engagement teams are cautioned to use professional
skepticism and judgment when performing testing
over working interest to ensure persuasive evidence
has been obtained over completeness and accuracy.
Depending on the client, well files may not be
maintained in an orderly manner, and discussions
outside the finance group may be required. It is
important to keep in mind PwC sampling
methodology with respect to exceptions and when
additional testing is required.
Note: If the test is performed on a combined basis to
cover working interest for both E&E and PP&E,
engagement teams need to ensure the well listing
includes both types of wells.
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c) Based on materiality and risk, select a sample of
wells included in the listing and perform an
Accept/Reject test to obtain assurance over the
working interest information in key finance
systems/spreadsheets by performing the
following:
ii. Verify that well description and working For each sample selected for (i), a 3-way or 4-way
interest for each well selected for testing match should be conducted. This ensures that
is consistent among the following: working interest information is consistent in the
various systems / models that are impacted by
Client's production system; ownership percentages for accounting purposes.
Reserve report; Specifically, engagement teams should be agreeing
working interest information in the production
Decommissioning (ARO) model; accounting system, the general ledger system, the
ARO liability model and the reserve model. Any
Client’s land system or land files inconsistencies should be investigated.
(Note: in some instances it may not
be necessary to trace amounts to Note: There may be instances where a well is
physical land files if the client has a included in the ARO model but not in the production
control in place to reconcile working accounting system or reserve model. This would be
interest %'s or changes from their the case if a well is no longer producing but has not
land files to the accounting system. yet been abandoned.
Consider whether testing such a
control provides more effective and There may also be inconsistencies when the client is
efficient method of obtaining not the operator of a property. In these instances, the
comfort that accounting systems well may be recorded at 100% in the accounting
match land file support). system but recorded at the actual ownership working
interest percentage in the client’s land systems, ARO
model, etc.
iii. For JV operators, where the accounting Typically, the various systems will calculate the
system automatically allocates capital division of interest based on the working interest
expenditures, operating expenditures data input into the system.
and revenues using the WI % in the
system, select a sample of 1 capital AFE It is important that we re-calculate a sample to
and 1 project code (or similar unit for ensure the system is allocating gross costs or
P&L allocations) and perform a re- revenues appropriately to the operator and non-
computation of the allocation to JV operator partners based on working interest
partners (gross to net) to verify that the percentages. Typically, only one item is needed to be
system is properly computing the WI
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allocation performed as this is an automated control.
Note: As this is an automated process a sample of 1 is
deemed appropriate.
6. GADM Consideration
GADM involvement is not likely to be required for this EGA.
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EGA: Test disposals
It is also necessary to consider the results of testing over PP&E additions / workovers to determine whether any
assets need to be derecognised. Specifically, if expenditure is incurred to replace an existing item of PP&E the
expenditure is capitalized and the carrying value of the replaced item must be derecognized. The carry value
derecognized is shown as a loss on disposal or as additional depletion or depreciation on the statement of
comprehensive income.
3. Control Considerations
Generally, it is not expected that there will be significant reliance placed on key controls addressing the items
within this EGA. For integrated audits, the key client controls addressing the assertions covered in this EGA would
usually be something like the following:
Disposal AFE’s are reviewed and approved by the operations manager who agrees the net book value of
the assets disposed to the fixed asset sub ledger and recalculates the gain / loss based on the terms of the
purchase and sale agreement.
Significant contracts entered into are reviewed by the accounting group to determine whether any
accounting implications arise. A memo is prepared for each significant, unusual transaction outlining
the relevant accounting guidance and entries proposed to record the transaction. The memo and related
journal entries are reviewed and approved by the Controller.
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4. Detailed EGA Analysis
Procedures Guidance Notes
a) Obtain detailed listings of property, plant and The first step in performing detailed testing of PP&E
equipment (PP&E) disposals (cost and disposals is to obtain a detailed listing of all transactions
accumulated depreciation), agree balances which have been classified as ‘disposals’ in the PP&E
and test mathematical accuracy. continuity schedule.
Engagement teams need to document the procedures
performed to obtain comfort over the completeness and
accuracy of detailed listing from which the sample is
selected for testing.
b) Test disposals: Target testing is the most common approach for testing
disposals. When selecting items to test, engagement
teams should consider targeting both disposals where
there is large net book value disposed of (significant to
balance sheet) and disposals that give rise to significant
gains/losses (significant to income statement).
For significant asset disposals, engagement teams should
document their consideration as to whether or not the
disposed assets meet the definition of “discontinued
operations”. Generally, only significant disposals that
represent a separate operating segment (as defined in IAS
8) would meet the criteria for discontinued operations
under IFRS 5.
IFRS 5 requires that when assets will be disposed of
through a sale transaction, they should be reclassified to
current and classified as ‘held for sale’. To meet the
‘assets held for sale (AHFS)’ criteria:
the assets must be available for immediate sale in
its present condition, and
the sale must be considered highly probable (i.e.
the appropriate level of management has
committed to a plan, an active program to locate
a buyer has been initiated, the asset must be
marketed at a reasonable price in relation to fair
value, and it is expected the sale will take place
within a year.
When a client is actively marketing its oil and gas assets,
generally Board of Director approval is required, and a
data room is set up for prospective buyers. For
significant disposals, companies may also engage third
parties to assist in the transaction. Review of board
minutes or contract review might indicate pending
disposal transactions. For disposals that have already
occurred subsequent to the period end, engagement
teams should consider whether the assets should be
moved to AHFS within the current period financial
statements.
An AHFS may also be considered a discontinued
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operation if a component of an entity is disposed. A
component must comprise operations and cash flows that
can be clearly distinguished operationally and for
financial reporting purposes (i.e. is a CGU or group of
CGU’s).
A component must also:
(a) represent a separate major line of business or a
geographical segment. Geographical segments
are defined under IAS 8 as separate countries.
(b) represent a single coordinated plan to dispose of
a separate major line of business or geographical
segment, or
(c) is a subsidiary acquired exclusively with a view to
resale.
Example 1: A client may dispose of its natural gas assets
within Alberta but retains its oil assets within the same
location. This would not be considered a discontinued
operation as the gas assets would not be considered a
separate major line of business, and the client would still
be operating within the same geographical segment.
Example 2: A client has international operations and
disposes of its oil and gas assets within Chile but retains
its interests in Brazil and Nigeria. This would be
considered a discontinued operation as the Chilean assets
would represent a separate geographic segment.
Note that sale of an entire company does not require
‘discontinued operations’ or ‘AHFS’ accounting.
i. Agree the disposal to supporting Engagement teams should obtain and review relevant
documentation to verify the transfer agreements. It is important to read a purchase and sale
of ownership and proceeds on sale. agreement (or similar document) in full to ensure that
there are no terms or conditions attached to the sale that
would indicate that risks and rewards have not been fully
transferred to the purchaser (e.g. seller retains an
overriding royalty or seller has rights to put the asset back
to the seller).
ii. Recalculate the gain or loss on In instances where an entity disposes of assets that
disposal and determine that it is comprise a complete cash generating unit (“CGU”), the
recorded correctly in the general net book value of the CGU is derecognized and the gain or
ledger. loss is calculated as the difference between the net book
57
value of the CGU and the proceeds received.
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5. Links to Templates and Best Practices
No specific templates have been created for this EGA as the required documentation may differ based on each
client’s accounting systems and operations.
6. GADM Consideration
GADM involvement is not likely to be appropriate for this EGA.
59
EGA: Test capital accruals
Significant drilling activity generally occurs in Q4 and Q1 (winter season) so the capital accrual will generally be
higher at the end of those periods. Spring break-up usually reduces the capital activity for Q2 as a result of the
ground thawing and the conditions making it often inaccessible to reach sites.
As the nature of the business is quite capital intensive, many companies manage cash carefully. As a result, oil and
gas companies tend to average between 45 – 90 days for paying most vendors; however certain key vendors may be
paid faster based on relationship and / or relative importance to operations.
3. Control Considerations
For many financial statement audits, engagement teams may choose not to rely on internal controls surrounding
capital accruals as audit comfort addressing this risk is more efficiently obtained through substantive testing.
However, for integrated audits, and in some financial statement audits, engagement teams may be able to perform
procedures to identify key controls that may be tested by PwC and relied upon to reduce the extent of substantive
testing required over capital accruals. The following are examples of controls that engagement teams should
consider when developing their audit strategy for capital accruals:
Each month, the financial analyst prepares a capital accrual report that itemizes the accrual by capital
project or AFE type. The report is reviewed and approved by the Chief Operating Officer by comparing it
to their knowledge of the status of each project. As part of his review, the COO ensures the following:
(i) Any projects that may have costs incurred but no AFE in the capital asset system are included in
the report
(ii) actual costs per AFE are reasonable
(iii) total estimated cost by AFE and percentage of completeness per AFE (as of the end of the
reporting period) is accurate
(iv) Accrual amounts to be recorded are accurate.
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4. Detailed EGA Analysis
Procedures Guidance Notes
a) Trace totals from the detailed listing of capital The first step in performing detailed testing of capital
accruals to the total per the lead sheet; accruals is to obtain a detailed listing of items making
up the accrual.
Engagement teams need to document the procedures
performed to obtain comfort over the completeness
and accuracy of the detailed listing from which the
sample is selected for testing.
It is important to ensure that the capital accrual
includes amounts for both operated and non-operated
properties. This should be incorporated within the
scope of understanding of the accruals process, in
order to ensure that the client has a thorough
understanding of the sources of accruals and how they
ensure completeness.
b) Where there are significant reconciling items, If reconciling items exist, engagement teams are
select reconciling items for testing and trace reminded to obtain an understanding of why such
the items to supporting documentation; reconciling items exist and to consider whether they
are indicative of an internal control weakness.
2. Obtain and document an understanding of the The starting point for obtaining comfort is to obtain an
capital accrual process through discussion with understanding of the capital accruals process. Inquiry
appropriate management personnel. should be performed with the individual(s) at the client
Note – this may have been completed in that are responsible for calculating and recording the
conjunction with work performed over internal capital accrual.
controls.
The inquiry should focus on the inputs (What is source
data for the accrual? How does the client ensure this is
accurate and complete?); the process (Who is
responsible for preparing the accrual? Is the accrual
reviewed by someone involved in operations?); and the
recording of the accrual (Who reviews and approves
the journal entry to record the capital accrual).
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Understanding how the client calculates the accrual is
critical to developing an appropriate testing approach.
a) If authorizations for expenditures (AFE’s) are It is very common for AFE information to be used in
used in the calculation of the capital accrual or the calculation of the capital accrual (either the original
as support for audit testing, consider spend estimate or actual costs incurred to date by
performing the following to gain comfort on AFE). If so, engagement teams must obtain comfort
the accuracy and completeness of non- over AFE authorization and the completeness of the
financial data: AFE listing. Generally, the most efficient way to gain
comfort over this is through testing a client’s internal
Validate the completeness of the AFE controls.
listing;
Note: Typically, AFE controls are tested as part of audit
Test to ensure AFE’s are appropriate
work over PP&E additions. Engagement teams should
authorized in accordance with the client’s
review that testing to determine whether the testing
delegation of authority policies;
performed can be leveraged to provide comfort over
the accuracy and completeness of the AFE data used in
Ensure supplemental AFE’s are
appropriately initiated and approved in the calculation of the capital accrual.
accordance with the client’s policies.
b) Test, to an extent based on materiality and Accept / Reject testing is generally the most efficient
inherent risk, the completeness of capital and effective method of testing completeness of AFE’s
accrual balances by obtaining a detailed listing used in the capital accrual process.
of significant open AFEs items at period end
and agreeing items to detailed capital accruals The primary assertion to test here is completeness;
listing. If the item is not included on the however for efficiency, testing can be performed two
detailed listing, obtain explanations for the ways to get comfort over existence as well; first by
omission.
tracing a sample of items from detailed listing of AFE’s
in the system to the capital accrual model
(Completeness); and then by tracing a sample of AFE’s
from the capital accrual model back to the detailed list
of AFE’s in the system (Existence).
c) Test, to an extent based on materiality and From a substantive perspective, it is often not practical
inherent risk, the existence and valuation of to utilize analytical procedures to gain comfort over
capital accruals by selecting a sample of capital capital accruals as the account balance can be
accruals from the detailed listing and agreeing unpredictable based on the extent and timing of capital
the balance to supporting documentation activities such that developing a meaningful
(such as authorisation for expenditure (AFEs), expectation is often not possible. If certain situations
drilling reports, engineering assessments exist where capital activity is relatively consistent from
(processing facilities), field system data, and
year to year, an analytical procedures (e.g. accrual as a
subsequently received invoices, if available).
% of capital spending or # wells x average cost) may be
sufficient.
Existence / Occurrence
Comfort is obtained by tracing information in the
capital accrual model to supporting documentation
provided by the client’s operational personnel (note: as
invoices will not have been received, support may
include purchase orders, signed contracts for services,
emails, % completion reports from field staff, etc.).
Cut-off
When examining supporting evidence, the engagement
team should focus on the description of services and
specifically the date when services were provided or
materials delivered and ensure that it occurred prior to
the balance sheet date.
4. Conclude on the sufficiency and appropriateness Engagement teams should review the total evidence
of audit evidence obtained supporting to the obtained through tests of controls, substantive
completeness of capital accrual balances analytics and tests of details to ensure that sufficient
recognised by the entity. audit evidence has been obtained over the capital
accruals balance.
6. GADM Consideration
GADM involvement is not likely to be appropriate for this EGA.
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EGA: Test capitalized general and administrative costs, and
overhead recoveries
Overhead – Capital
Clients may refer to the above as the “3/2/1” rule or the PASC rules, mainly when referring to drilling and
recompletions.
Overhead – Operating
Charges for overhead in relation to operating activities are also based on standard industry terms and are generally
based on a fixed cost per well. These charges are applied during the period a well is in production and up to three
months after the well is shut in. The calculation of the overhead is generally automated through the accounting
system using an overhead master rate table.
Paragraphs 16-19 of IAS 16 indicate that costs that are directly attributable to the cost of an E&E or PP&E asset can
be capitalized; however the guidance does not specifically address which costs are directly attributable. This is an
area where there is divergence in practice with the two following approaches being the most common:
(1) All administration and overhead costs are initially recorded as an expense and then the operator will
capitalize a portion of overhead based on their share of the 3/2/1 allocation discussed above. No other
amounts are capitalized.
(2) Overhead and administration costs are reviewed and specific costs are identified for capitalization. Most
notably, employee benefit costs (salaries, bonuses and share based payments) for employees that work
directly on capital projects (E&E or PP&E) are capitalized. The amount of cost capitalized should be based
on the proportion of work performed that is directly related to capital activity (e.g. if an engineer works
50% on capital projects and 50% on producing assets; 50% of his total employee benefit expense could be
reclassified to E&E or PP&E).
65
2. Assertions and Likely Sources of Possible Misstatement
The primary assertion being addressed in this EGA is Valuation of property, plant & equipment.
The risk that expenditures may not be recorded in accordance with GAAP or the Company’s accounting policy is
included within the Likely Sources of Possible Misstatement for property, plant & equipment. A screenshot of this
is shown below.
3. Control Considerations
Generally, it is not expected that there will be significant reliance placed on key controls addressing the items
within this EGA. For integrated audits, the key client control addressing the assertions covered in this EGA would
usually be something like the following:
Each month the Capitalized Overhead schedule is prepared by the Financial Analyst and reviewed by the
Controller who reviews the salaries and benefits in the schedule and the % attributed to capital activity
for reasonableness.
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4. Detailed EGA Analysis
Procedures Guidance Notes
Overhead Recoveries
a) Obtain an understanding of the nature of overhead Refer to overview and background information section
recoveries recorded by the client (e.g. capital and above.
operating recoveries), both capitalized (client
working interest) and those recovered from joint Note: Testing in this EGA should include amounts
interest partners. capitalized to both E&E and PP&E.
a) Assess the reasonableness of overhead The 3/2/1 industry capitalization model discussed in the
capitalized based on contract terms or industry- overview and background information section above is
recognized methodology by comparing total generally considered to be a reasonable ‘proxy’ for the
overhead capitalized in the period to gross actual overhead costs that can be considered directly
general and administrative (“G&A”) attributable.
expenses. Significant overhead capitalized
compared to gross G&A may be an indication If the overhead recovery is so large as to substantially
that the capitalized amounts may not meet the
reduce total G&A to nil or a negative balance,
recognition criteria under IAS 16 (i.e. directly
engagement teams should consider revisiting both the
related to property, plant and equipment or
exploration and evaluation) and that further G&A capitalization rate and overhead recovery rates
analysis is required. with the client to ensure methodologies are appropriate
and have been applied accurately. An example of when
this might occur is when a small company is the operator
for a large multi-well capital program.
b) If overhead recoveries are material and are To the extent that the balance is material, engagement
considered to represent a classification risk, teams should consider whether the operating and capital
perform procedures to obtain sufficient overhead recoveries recorded against general and
evidence that the recovery balance is administrative expenses are reasonable. Based on the
reasonable. guidance above, an analytic is often sufficient to provide
comfort over accuracy, occurrence and completeness.
This will take some knowledge of the client’s operated
activities and non-operated activities and reliability of
information used in the analytic should be appropriately
assessed.
c) Obtain an understanding of the Company's Refer to Overview and background information above
policy with regards to capitalized G&A in and Overhead Recoveries for a discussion on IAS 16 and
addition to amounts capitalized based on IFRS 6 requirements.
contract terms or industry recognized
methodology (see a-c above).Determine if the
client’s capitalization policy is in accordance
with IFRS including IAS 16 (Developed and
Producing Assets, PPE) and IFRS 6
(Exploration for and Evaluation of Mineral
Resources).
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i. Test schedule for mathematical accuracy; None
ii. Assess reasonableness of methodology Engagement teams need to consider the overall impact
used for capitalization through of the client’s overhead recovery and overhead
discussions with management, capitalization policies. If the total amount charged to
comparisons to the prior year, and partners or capitalized is so large as to substantially
comparison to industry standards; and reduce total G&A to nil or a negative balance,
engagement teams should consider revisiting both the
G&A capitalization rate and overhead recovery rates
with the client to ensure methodologies are appropriate
and have been applied accurately. An example of when
this might occur is when a small company is the operator
for a large multi-well capital program.
iii. Agree capitalized amounts above See above for discussion on capitalization of employee
threshold for investigation to supporting benefit costs. General administration and other general
documentation and assess whether overhead costs (e.g. legal fees, rent) are specifically
capitalization of the amount is excluded from the definition of cost under IAS 16 and
appropriate in accordance with IAS 16 should not be capitalized.
and IFRS 6.
For clients that use a specific identification
methodology, if significant, it will be necessary to
validate the capitalized G&A calculation. This will
include ensuring G&A costs agree to those tested in the
G&A section and ensuring the % applied is reasonable
based on supporting documentation or
discussion/corroboration with management.
e) Ensure treatment of share based compensation For clients that have a policy of capitalizing salaries of
expense and other benefits is consistent with specific individuals, any share-based payment expense
capitalized G&A policy. relating to those employees must also be capitalized as it
represents an element of remuneration as defined under
Note – Share based compensation expense forms
IAS 19.
part of employee benefit expense and should be
capitalized or expensed consistent with the client’s Note: For cash-settled share based payment plans,
accounting policies for other employee benefit compensation amounts may reverse in periods where
expenses (such as salaries and wages). market prices decline. In such instances, a portion of
the reversal may need to be recognized as a reduction of
PP&E.
f) Ensure the amount of capitalized G&A is Disclosure of the amount of capitalized G&A is not
disclosed in the PP&E note in the financial technically required under IFRS (as it was under
statements previous Canadian GAAP); however it is a common
disclosure and highly recommended. If the disclosure is
made, the engagement team should perform procedures
to ensure that the disclosed amounts are consistent with
the testing performed in procedures above.
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5. Links to Templates and Best Practices
No specific templates have been created for this EGA as the required documentation may differ based on each
client’s accounting systems and operations.
6. GADM Consideration
GADM involvement is not likely to be appropriate for this EGA.
69
EGA: Test depletion of oil and gas properties, related
equipment and facilities
IAS 16 requires that the depreciable amount of an asset be allocated on a systematic basis over its useful life and the
depletion method used shall reflect the pattern in which the asset’s future economic benefits are expected to be
consumed by the entity. However, IFRS does not prescribe what basis should be used for UOP depletion
calculations. The basis of UOP depletion is an accounting policy choice and should be applied consistently.
There is mixed practice with the following being the most common approaches used by oil and gas companies:
Under IFRS, the cost of an item of property, plant and equipment shall be recognised as an asset if, and only if, it is
probable that economic benefits associated with the asset will flow to the entity. For many oil and gas assets, the
probable economic benefits expected to flow to an entity will include cash flows related to proved – undeveloped or
probable reserves. Accordingly, depletion based on 2P reserves is an acceptable depletion methodology under
IFRS. However, in such circumstances, the future development costs that must be incurred for the entity to realize
the future economic benefits from the proved – undeveloped or probable reserves must be added to the depreciable
amount when calculating depletion expense.
In evaluating the possible option of depleting assets based on ‘proved + probable’ reserves, management’s ability
and intention with respect to probable reserves should be considered. Specifically, consideration should be given to
the Company’s development plans (e.g. capital budgets, long-term forecasts) to determine whether management
intends to own the assets for a sufficient period of time to recover all proved and probable reserves. If not, using
‘proved + probable’ reserves as a basis for depletion may not be appropriate since IFRS requires that management’s
intention be a key factor in determining the useful life of an asset.
It would not generally be considered appropriate to include ‘possible’ reserves in depletion due the significant
uncertainty associated with the ultimate identification and recovery of these reserves. In most circumstances,
including possible reserves in the depletion estimate cannot reasonably be considered to best represent the pattern
in which the future economic benefits from existing PP&E are expected to be consumed by the entity.
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2. Assertions and Likely Sources of Possible Misstatement
The primary assertion being addressed in this EGA is Valuation of PP&E. The risk that depletion is calculated
incorrectly is included within the Likely Sources of Possible Misstatement for property, plant & equipment. A
screenshot of this is shown below.
3. Control Considerations
Generally, it is not expected that there will be significant reliance placed on key controls addressing the items
within this EGA. For integrated audits, the key client control addressing the assertions covered in this EGA would
usually be something like the following:
Each month, the Financial Analyst updates the depletion model and prepares the journal entry to record
depletion expense. The journal entry and supporting calculations are reviewed by the Controller.
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4. Detailed EGA Analysis
Procedures Results of procedures performed, including
links to attachments or other EGAs
i. Inquire of management whether the depletion Under IFRS, the unit-of-production method is
methods, residual values and useful life (estimated acceptable and is the most common method for
reserve base) assumptions are reviewed at least each depleting oil and gas assets. However, IAS 16 does not
financial year end and validate the responses (IAS prescribe a method of depreciation or a basis for the
16.51, 61). calculation. Accordingly, entities have a policy choice
and can adopt [e.g. proved (1P) or proved and probable
Note – IFRS does not prescribe what basis should be (2P) reserves] as their basis for depreciation.
used for unit of production (UOP) depletion
calculations and there is mixed practice with respect IFRS also provides for options for depreciating tangible
to the estimated reserve base used. For example: assets (e.g. pipelines, facilities, and midstream assets).
proved developed reserves, proved developed and
undeveloped and total proved and probable. The The engagement team should understand the depletion
estimated reserve basis for UOP depletion and depreciation methods used by the entity. IFRS also
calculations is an accounting policy choice and explicitly requires that the depletion method and useful
should be applied consistently. life estimate be reviewed annually to confirm that they
are still appropriate. The engagement team should at
least inquire with management as to the analysis that
was performed to confirm the accounting policy choice
is reasonable and applied consistently or updated
appropriately.
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Refer to Overview and background information section
above for more information.
ii. If there is evidence management's previous The inputs to the depletion calculation are updated with
expectations on residual values and useful lives each external reserve report. Some oil and gas entities
(estimated reserve base) differ from actual have in-house engineers who also produce quarterly
experience assess the impact on the assumptions internal reserve reports with some assumptions updated
applied during the current period (IAS 8.32-38). (reserves, production, pricing or a combination) for
Note - Any revision to the depletion rate as a result internal use.
of change in the estimated reserve base is treated
prospectively as a change in estimate under IAS 8.
Previous CICA HB Part V Canadian GAAP required
depletion to be computed each time the financial
statements were issued (generally quarterly) and that
retroactive adjustments would not be made to reflect an
annual calculation. This guidance is still applicable
under IAS 8, unless the change is due to an error.
iii. Examine supporting documentation (e.g. Refer to Overview and background information section
independent reserve engineer reports and business above for more details.
plans, if available) in order to verify that the
depletion method used reflects the pattern in which
the assets' future economic benefits are expected to
be consumed by the entity (IAS 16.60, 62).
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However, it may be appropriate to utilise different
depreciation or depletion methods for different
types of assets. For example, in instances where the
useful life of tangible equipment or facilities is not
closely linked to the reserve life of the oil and gas
property, it may be more appropriate to depreciate
those assets on a straight line basis.
iv. Inquire of management and evaluate whether the IAS 16 requires that depreciation be applied at the
determination of significant parts of the oil and gas component level which means that separate
properties and related assets (components) that are depreciation / depletion calculations will be required for
depleted separately (IAS 16.43-47) have changed each component identified unless grouping components
from prior periods. For components identified in the for depreciation would not result in a material
current period for the first time, assess, based on the difference in depletion (e.g. when components have
supporting documentation, whether management's similar useful lives).
identification is appropriate.
For upstream oil and gas properties, applying the
concept of componentization requires that depreciation
be calculated and recorded at a much lower level than
was required under full-cost accounting rules (e.g. at a
field, major property area level rather than by cost
centre). For tangible facilities (e.g. gathering systems)
or midstream assets, analysis will be required to
determine whether significant parts of an asset have
different useful lives than other parts of the asset. This
analysis should have been completed on transition to
IFRS and updated for changes each period, as required.
v. Verify with the calculation and the underlying The basic form of the calculation of depletion is:
documentation that depletion of oil and gas
properties and related equipment commences on
initial production (when the asset is available for Production x NBV at end of
use) and ends when assets are derecognised or Reserves at beginning period plus
classified as held-for-sale in accordance with IFRS 5 of period adjusted for estimated future
(IAS 16.55). major changes during development costs,
the period net of estimated
Agree the completeness of those items with audit
salvage values
work performed in the EGA Test transfers of
Engagement teams should obtain an understanding of
Exploration & Evaluation assets to Property, Plant
& Equipment. additions during the period to determine whether it is
appropriate to use ending NBV as the depletion base or
whether using the opening NBV adjusted for timing of
additions would be more appropriate.
vii. Agree, for each quarter, the opening cost for each Costs / Accumulated Amortization
of the components subject to depletion testing either Both amounts should be able to be tied in to the PPE
with the previous year's working papers and/or with continuity schedule and lead sheet. The level of detail
EGA 'Test additions - Property, plant and required will depend on the client’s policy choice for
equipment'. depletion (e.g. by property, area, field, or CGU).
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viii.Agree, for each quarter, the opening
accumulated depreciation and impairment
for each of the components subject to depletion
testing either with the previous year's working
papers and/or prior quarter depletion charges.
Engagement teams should ensure that depletion
charges for the preceding quarter/s have been
included in the opening accumulated depletion and
impairment balance of the subsequent quarter/s i.e.
the Q2 opening accumulated depletion and
impairment balance should include any depletion
expense recorded during Q1, plus the Q1
accumulated depletion and impairment balance.
ix. Agree, for each quarter, the future development Future development costs (FDC’s)
costs included in the depletion cost base to the FDC’s need to be considered at the appropriate level
related independent reserve engineer report. based on the client’s accounting policy choice for
x. Consider whether significant development activities depletion (i.e. at the property, area, field, or CGU level).
during the preceding quarters should have reduced FDC balances should be agreed to the reserve report and
the amount of future development costs included in any differences should be investigated with
the depletion cost base. management.
Note – Future development costs should be
included in the depletion base ONLY if the entity Note: This step will not be required if the client is
uses something other than proved developed depleting based on PDP reserves as the reserves are
reserves. No future development costs should be already producing and do not require capital
included in the depletion cost base if the client is investment.
using proved developed reserves as their basis for
depletion. The engagement team should leverage the work
performed over the reserve report testing.
xi. If applicable, agree the use of residual values with As noted, for most oil and gas companies, residual
prior year working papers or supporting values are not expected to be significant. If a material
documentation (e.g. the commitment of a third residual value is incorporated into the depletion
party to purchase the respective asset or observable calculation, the engagement team should obtain
prices of an active market), respectively (IAS 16.53- evidence to support management’s estimate of the
54). residual value (e.g. quotes for similar conditioned
assets, recent sale transactions, etc.).
Note – Residual values would typically be negligible
in oil and gas property assets as the assets are
generally retained for their entire useful life.
However, related equipment, pipelines or facilities
may have residual values associated.
xii. Test the estimated reserve base by performing the Reserve Balances
following procedures: Opening and closing reserve balances can be tied to the
xiii. Agree the opening estimated reserve base used independent reserve engineering reports. Engagement
for the first quarter depletion calculation with prior teams need to consider the client’s depletion policy to
year working papers and prior year independent determine which reserve category should be
reserve engineer report. Investigate any incorporated in the calculation (e.g. PDP, 1P or 2P)
inconsistencies.
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xiv. Agree the opening estimated reserve balance used in Engagement teams should make sure to include
the second and third quarters with prior year references (links) to the evaluation of the expert, reserve
working papers and prior year independent reserve report testing and reliance on third party EGA’s.
engineer report, adjusted for reserve volumes
produced in the preceding quarters. Investigate any Engagement teams must ensure that the reserves can be
inconsistencies. agreed to the reserve report by component/depletion
xv. If the client’s accounting policy is to reflect year end unit.
reserve revisions to the fourth quarter, agree the
opening estimated reserve base used in the fourth Note: It is generally only acceptable for larger
quarter depletion calculation to the updated companies to elect a policy of not adjusting Q4
independent reserve report adjusted upward for depletion for the year end reserve report. This is based
reserve volumes produced in the fourth quarter. on materiality and the fact that their overall reserve
Investigate any inconsistencies; base does not change significantly from period to period
xvi. If the client’s accounting policy is to defer the (as production is offset by reserve additions each
revision of the reserve estimate to the next year, period). Engagement teams should document
agree the opening estimated reserve balance used in consideration of whether such a policy is reasonable
the second and third quarters with prior year based on testing of the current year’s reserve report and
working papers and prior year independent reserve review of the reserve reconciliation (i.e. whether a
engineer report, adjusted for reserve volumes significant change in reserves could give rise to a
produced in the preceding quarters. Investigate any material difference in depletion expense for Q4).
inconsistencies.
xvii. Note - Any revision to the depletion rate as a For most junior oil and gas companies, Q4 depletion
result of change in the estimated reserve base is should always be updated to reflect the year end reserve
treated prospectively as a change in estimate under report.
IAS 8.
xviii. Engagement teams should be aware that when
there are revisions which are considered a change in
estimate, prior to the release of financial statements.
it is an accounting policy choice as to whether the
reserve revision is reflected in the results at the
beginning of the fourth quarter or deferred until the
first quarter of the following year. However, it is not
generally appropriate to take the effect of the
revisions in earlier quarters.
6. GADM Consideration
GADM involvement is not likely appropriate for this EGA.
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EGA: Reserve Report Testing
Reserves
In the oil and gas industry, “reserves” are estimated remaining quantities of oil and natural gas and related
substances anticipated to be recoverable from known accumulations, from a given date forward, based on:
Classification of Reserves
Reserves are classified according to the degree of certainty associated with the estimates.
Those reserves that either have not been on production, or have previously
Developed Non-Producing
been on production, but are shut-in, and the date of resumption of
Reserves
production is unknown.
Proved Undeveloped Reserves In multi-well pools, it may be appropriate to allocate total pool reserves
(“PUD”) between the developed and undeveloped categories or to sub-divide the
developed reserves for the pool between developed producing and
developed non-producing. This allocation is based on the estimator's
assessment as to the reserves that will be recovered from specific wells,
facilities and completion intervals in the pool and their respective
development and production status.
Those additional reserves that are less certain to be recovered than proved
Probable Reserves
reserves.
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The amount of reserves that can be extracted is heavily dependent on the characteristics of the reservoir and
limitations and/ or advancements in the extraction technologies. The ratio of producible reserves to total "in place
resources" is referred to as the recovery factor. The recovery factor varies greatly within and among fields (oil
specifically).
National Instrument 51-101, Standards for Disclosure of Oil and Gas Activities, provides the regulatory guidance
which listed companies in Canada must follow in regards to reserve reporting. A copy of the national instrument
can be obtained on the ACS’s website: www.albertasecurities.com.
NI 51-101 provides guidance to issuers and reserve engineers on the specific disclosures required and provides the
basis of the reserve report as management is required to publish certain tables from the reserve report annually. NI
51-101 uses the Canadian Oil and Gas Evaluation (COGE) Handbook, which is prepared jointly by the Society of
Petroleum Evaluation Engineers (Calgary Chapter) and the Canadian Institute of Mining, Metallurgy & Petroleum
(Petroleum Society).
Under IFRS, reliance will be placed on reserve information at a level below the “corporate total” level. Specifically,
impairment and depletion calculations are based on reserve information prepared at an area / CGU level. As such,
in most instances, it will not be sufficient to perform the procedures in part B of the EGA (see section 4 below) at
the “corporate total” level as is done under US GAAP (or previously for full-cost companies under old CGAAP).
The level at which testing should be performed is a matter of professional judgment. However, it is important to
remember that the purposes of our procedures over reserves is not to validate the “correctness” of the reserve
estimates which are technically developed forward looking estimates. Instead, the purpose of our procedures over
reserves is to assess the reasonableness of the output from the management expert to cover our responsibilities for
reliance thereon in accordance with CAS 500 – Audit Evidence (paragraph 8).
Generally it is expected that engagement teams will consider performing procedures on depletion units or CGU’s
where:
For example, if each CGU has a large cushion on its impairment test or no impairment indicators exist, then
performing limited detailed testing may be sufficient, such as testing one oil and one gas depletion unit or CGU.
However, if there are indicators of impairment, then the engagement team might want to consider performing
detailed procedures at the CGU level, for the specific CGU in question. It is not a requirement to test all depletion
units or CGU’s for which there are impairment indicators and the extent of testing should be determined using
judgment based on facts and circumstances, including materiality and susceptibility to error.
Interrelationship Note: Under IFRS, impairment should be determined on the basis of 2P reserves and therefore
reserve testing should be performed using 2P reserves. It is important to note that companies have the option to
deplete their PP&E assets using either 1P or 2P reserves. Some of the information required in performing the
depletion testing, will be sourced from the reserve report, including reserves, and associated future development
costs. Ensure that the appropriate class of reserves information is being used by the client and PwC during testing,
based on the client’s policy choice with respect to depletion. Additional procedures may be necessary at both the 1P
and 2P level.
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2. Assertions and Likely Sources of Possible Misstatement
Reserves themselves are not a financial statement line item; however, they have a significant impact on depletion
and impairment calculations for property, plant and equipment for PP&E and goodwill, if applicable. Accordingly,
the primary assertion impacted is Valuation. The risk that impairment is not correctly identified or calculated is
summarized within the Likely Sources of Possible Misstatement for Reserves. A screenshot of this is shown below.
3. Control Considerations
Reserves are typically an elevated or significant risk for most oil and gas audits. Accordingly, there is a requirement
to obtain an understanding of the client’s controls to address the risk. For non-integrated audits, formally testing
these controls is not explicitly required; however engagement teams are encouraged to consider testing certain key
controls over the reserve process to supplement the substantive procedures discussed below. The following are
examples of controls that engagement teams should consider when developing their audit strategy for reserves:
The Reserve Committee appoints an independent qualified reserve evaluator (IQRE) to assess the client’s
reserves in accordance with relevant regulations (e.g. NI 51-101). The Reserve Committee meets with the
IQRE to review and approve the reserve report. As part of this meeting, the IQRE provides responses to a
detailed questionnaire issued by the Reserve Committee.
The information sent to the IQRE is reviewed by a qualified individual (engineer) and the individual signs
a representation letter confirming that the information submitted is accurate and complete.
The final reserve report prepared by the IQRE is reviewed and approved by senior management.
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4. Detailed EGA Analysis
Procedures Guidance Notes
Send a confirmation to each independent qualified The IQRE confirmation template was last updated on
reserve engineer (“IQRE”) that prepares a report February 15, 2013.
relied upon by the client. Refer to Template
Manager under "Substantive Tests" and "Oil and The key items that the IQRE should be confirming are:
Gas" for template(s) that may be useful when
performing this EGA. Acknowledging PwC’s intention to place reliance
on the report
The IQRE has appropriate qualifications in
accordance with the requirements of NI 51-101.
The IQRE is independent.
If reliance is to be placed on the work of an IQRE, When placing reliance on an IQRE, we should ensure
ensure that the appropriate EGA relating to that we consider the implications within planning and
"reliance on experts" has been imported in the gather evidence views in Aura. The following EGA’s are
audit file. The considerations in ISA 500 should be required for reliance on the work of a management’s
documented for each IQRE that PwC intends to expert:
place reliance on.
Plan involvement of expert (2013 CAS General
– PIE and PIE related Aura library); and
Meet with client and IQRE to obtain a detailed In 2012, the reserve engineer confirmation was modified
understanding of the IQRE’s engagement with the to include a questionnaire for the IQRE to complete,
client. Specific consideration should be given to the with similar questions which are already asked to the
availability of detailed reserve information by IQRE by the reserves committee for many clients. The
property or CGU and our intended reliance thereon purpose of the questionnaire is to provide the
for purposes of testing impairment and depletion engagement team with additional information regarding
calculations. the reserve process, and the estimate and related
assumptions to assist in scoping the tailored procedures
Ensure that the confirmation provided by the IQRE
required to support reliance on the management expert.
is consistent with the reserve report information
obtained from the client in Part B. If possible,
The questionnaire specifically addresses the scope of the
request that the IQRE provide a summary of
engagement and will provide insight as to whether there
reserves by property or CGU in their confirmation.
are any caveats in the reserve report that the
The PwC IQRE Questionnaire can be used as a tool engagement team needs to consider. Based on
to obtain information from the IQRE regarding experience, most Canadian clients have 100% of
their engagement with the client and the reserve properties evaluated, and at a minimum 80% of reserve
estimation process. Teams are encouraged to send value must be evaluated. If there are particular
this questionnaire in conjunction with the properties not evaluated by the IQRE, the engagement
standard confirmation noted in (a) above. The team will need to consider, based on materiality of the
questionnaire should be sent on client letterhead book values of the associated PP&E, whether additional
but should be sent by the engagement team with procedures need to be performed (e.g. testing
responses returned directly to the engagement assumptions for the specific CGU).
team (similar to other types of confirmations).
The factors considered and the conclusion reached
Note: In some instances, the final reports prepared
should be explicitly documented in this portion of the
by the IQRE may contain caveats indicating that
EGA.
their report is prepared for the client as a whole
and that reliance on reserve information on a
Note: This tailored procedure may be covered by the
property by property basis may not be appropriate.
Engagement Leader through attendance at the client’s
In such cases, perform detailed inquiry of the client
Reserve Committee meeting.
and IQRE to obtain an understanding of the
rationale behind the caveat and evaluate what
additional procedures, if any, are required in order
for us to place reliance on the detailed (by
property) reserve information within the report.
a) Obtain a copy of the reserve report prepared by the Engagement teams should be conscious as to whether
IQRE as at the period end date. the final report is being used for testing, or whether the
draft report is obtained. If the draft report is utilized,
Please Note: IQRE’s usually provide a summary report procedures should be performed to understand any
and a full version that is broken down by area, and differences from the draft to final report.
contains information at the well level. It is generally
necessary to obtain both. The full version is used for A copy of both the draft and final reserve report should
Well Ownership and Working Interest testing as well be retained in the aura file.
as to support impairment testing (by CGU) and
depletion testing.
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If a draft is obtained for testing purposes, ensure that a
final approved copy is obtained prior to finalization of
the audit and that the Final report is reconciled to the
Draft report and any significant changes are
understood. Update analysis if required.
b) Obtain or prepare a reconciliation of client’s The level of testing that will be performed i.e. by CGU or
reserve volumes from the prior year to the current by corporate total will be a decision made by the
year end. Ensure that changes are consistent with engagement team considering the risk involved with the
PwC expectations based on nature of client's significant estimate. Refer to the discussion under
operations as follows: Overview and Background Information above.
i. Additions – Consider whether significant Engagement teams should be cognizant that additions to
additions noted in the reconciliations are reserves are consistent with our understanding of
consistent with work performed on PPE current year activities – drilling & completion activities
additions or acquisitions in the period which provide additional information about the reserves
on which the land is drilled on, and potentially adjacent
lands.
ii. Disposals – Consider whether significant If the client had significant asset disposals in the current
disposals noted in the reconciliation are period, the engagement teams should review the
consistent with work performed on PPE reconciliation to ensure that such dispositions have been
disposals in the period. reflected (i.e. reserves reduced) for the applicable
CGU’s.
iii. Production - Agree production per the reserve Engagement teams should review and conclude as to
reconciliation to production volumes utilized in whether the production information is consistent with
revenue testing. Obtain explanations for expectations from testing performed in other areas of
significant differences. the file (e.g. revenue testing).
iv. Revisions - Obtain an understanding for the For revisions, PwC should obtain an understanding of
reason for significant revisions (positive or why a revision has been made, and whether it is the
negative) as compared to the prior year. result of new information obtained in the current year,
or whether it was an error made in the prior year.
Note: The PwC IQRE Questionnaire includes
specific questions relating to revisions. Note: Significant downward revisions in reserves are a
potential indicator for impairment.
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c) Gain an understanding and document the client's The engagement team should include a discussion on
procedures regarding delivery of information to how the information is provided to the IQRE’s and how
IQRE, including operating cost, royalty future the client ensures information provided is complete and
capital cost and working interest information. accurate. Information is provided to the reserve
Document how the client obtains comfort that the engineers is at a point in time, and it is used by the
information provided to the IQRE is accurate and IQRE’s as a foundation for their estimates, but the final
complete. Specifically, consider whether sufficient reserve report will incorporate both historical and
evidence has been obtained with regards to well estimated future information based on the evaluation
listings, client's working interest and historical performed by the IQRE’s. IQRE’s use a number of
financial data. If sufficient comfort is obtained procedures to internally validate data provided by the
through controls, please reference to work client who may include a comparison of their previous
performed. Alternatively, it is expected that a records, other internal sources, and external public
separate EGA has been documented to test working information databanks.
interest. Review the work performed in that EGA to
ensure that testing performed included sample of We test the validity of the inputs of the reserve report by
items from the reserve report. performing detailed testing of the outputs of the reserve
report through the procedures below in (e) and
Note: The PwC IQRE Questionnaire includes specific obtaining responses to the IQRE questionnaire. These
questions relating to information provided to the procedures should provide sufficient evidence that
IQRE. further substantive tests of detail are not necessary.
d) If applicable, consider, based on risk and timing, It is not a requirement to attend the Reserve Committee
whether PwC representative should attend the meeting; however it is best practice for PwC partner or
Reserves Committee meeting at year end to gain an manager to attend when possible. If attendance is not
understanding over the client's process and practical, engagement teams should request the
controls over reserves. If attendance at Reserve information package provided to the committee
Committee meeting is not practicable, consider members as this often provides valuable information on
obtaining materials provided to the Reserve changes to reserve estimates, key areas of judgement,
Committee and review to update our etc. Often such packages will also include a
understanding of the process. questionnaire completed by the IQRE. Teams should
review the responses and compare to the responses
received in the PwC IQRE Questionnaire to ensure there
are no inconsistencies.
e) For a sample of properties within the reserve The level of testing that will be performed (i.e. by CGU
report, determined based on an assessment of or by corporate total) will be a decision made by the
materiality and risk, assess the reasonableness of engagement team considering the risk involved with the
key financial assumptions in the IQRE final report significant estimate. Refer to the discussion under
by performing the following: Overview and Background Information above.
There are a number of assumptions, technical /
operational and financial that impact the overall
reserve estimates. PwC relies on the expertise of
the IQRE in developing reserve estimates and a
separate EGA related to "reliance on experts" has
been imported in the audit file to address the
general requirements of ISA 500.
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See “Links to Templates and Best Practices” for
documentation template for a typical reserve report.
88
December month) may be more recent quarter (from Lease Operating Statements);
appropriate.
b) Comparing the “production type curve” for the CGU
in the current year’s reserve report to the same from the
prior year’s reserve report to determine whether there
were any significant changes in production estimates
year-on-year. If such changes are noted, engagement
teams should investigate through discussion with the
client and/or IQRE to understand the reasons for the
change in estimate (e.g. decreases consistent with
planned maintenance or increases consistent with
planned capital activity).
Future Development Costs The future development capital (FDC) disclosed in the
reserve report is often a significant estimate, and can be
(i) Compare FDC estimates in the current
an estimate that the IQRE’s typically place more reliance
year's reserve report to the prior year's
on management and perform less independent
reserve report. Ensure that changes in
validation on. The engagement team should develop a
trends or magnitude of expected FDC's are
clear understanding as to how the FDC was generated
consistent with PwC understanding of
(e.g. based on budgets, based on a per well capital
changes in overall reserve portfolio.
spending either by area or by corporate total etc.,) and
(ii) Inquire of management or IQRE as to the ensure that the information is consistent with PwC’s
primary drivers of the FDC amount (e.g. are testing of capital spending.
they 'per well' costs or facilities). If costs
estimates are on a 'per well' basis, obtain Procedures that can be performed
support from management showing the # of
wells expected to be drilled and assess the - Compare per well capital spending per the
reasonableness of FDC balance based on reserve report to average capital spending per
our understanding of historical drilling well that can be calculated from PwC’s testing of
costs for the client. For significant FDC oil and gas assets.
amounts related to non-well costs, inquire - Compare the FDC estimated for the first year, or
of management to obtain an understanding first couple of years, of the reserve report to
of their process for estimating the FDC approved capital budgets. It wouldn’t be
amounts. expected that FDC per the reserve report is
larger than the capital budget. Is the estimated
FDC for current year in line with previous year’s
spending or other analysis performed in the file
(e.g. going concern)? Note that management’s
capital budget is not just for spending on proved
and probable reserves, but could also include
exploration & evaluation expenditure,
maintenance capital and decommissioning
expenditure.
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- Compare the FDC trend each year over the life
of the reserve report in the current year’s
reserve report to the same trend in the prior
year to determine whether there have been
significant changes which should be
investigated.
- Compare the prior year’s reserve report estimate
of the current year’s FDC to the actual amount
spent by the client on its development and
completion activities to evaluate how accurate
prior year estimates have been and investigate
significant differences (i.e. change in the
company’s plans in timing, or change in actual
v. estimated costs).
Future Abandonment and Reclamation Paragraph 43 of IAS 36 indicates that, to avoid double
counting, estimates of future cash flows should not
(i) Depending on whether future abandonment
include cash flows that relate to obligations that have
and reclamation costs are used in
been recognized as liabilities (for example provisions).
impairment testing, inquire of management
or IQRE as to the primary drivers of the
Based on this guidance, it can be argued that the
amount (e.g. are they 'per well' costs or
FVLCTS discounted cash flow model should exclude
facilities, what costs have been considered
costs related to abandonment and reclamation
(e.g. surface reclamation, down hole
altogether. If management has excluded
abandonment) and have they been
decommissioning liability from their impairment
considered for all properties. Compare
assessment, then no further work needs to be performed
future abandonment and reclamation costs
in reserve report testing.
to information obtained in the
decommissioning liability EGA.
If abandonment costs from the reserve report are used
by the client for impairment purposes the engagement
team will need to perform procedures to validate that
the estimates are reasonable.
6. GADM Consideration
Historically, GADM has not been utilized in reserve report testing. As part of PwC’s ATP initiative thee is an
expectation that certain aspects of the testing in this EGA may be completed centrally and distributed to
engagement teams (e.g. price deck comparisons for various engineers). In the future, consideration may be given to
developing a “centre of excellence” for reserve report and impairment testing to maximize efficiency and
consistency amongst audit files.
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EGA: Plan involvement of expert
There are two required EGA’s to be completed when we plan to rely on an expert for purposes of reserves. In the
planning phase, the EGA – *Plan involvement of expert is located under the caption “Develop strategy and plan” in
the Planning Activities view in Aura when using the 2013 CAS General – PIE and related to a PIE tier 1
library.
This is where the engagement team should evaluate whether the reserve engineer is competent, has the appropriate
capabilities and is objective. It is also where the engagement team obtains an understanding of the work of the
reserve engineer.
A second EGA, *Evaluate the expert’s work should be included in the Aura file in the Gather Evidence view, under
the Use of Work of Experts audit risk. It is in this EGA where the engagement team will evaluate the
appropriateness of the reserve engineer’s work.
3. Control Considerations
See controls listed under EGA – Test Reserve Report for relevant controls considerations.
Management’s expert
1. If information to be used as audit evidence has been Competence relates to the nature and level of expertise of
prepared using the work of a management’s expert, the management's expert.
perform the following, to the extent necessary,
having regard to the significance of that expert’s Capability relates to the ability of the management's
work for our purposes (ISA 500.8). Evaluate the expert to exercise that competence in the circumstances.
competence, capabilities and objectivity of that Factors that influence capability may include, for
expert example, geographic location, and the availability of time
and resources.
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- Independent, demonstrated from the
confirmation obtained from the reserve engineer in
EGA – Reserve Report Testing and should also be
explicitly noted in the reserve report in an
independence statement (note: often independence
statement will be in reference to NI51-101
requirements. Based on PwC understanding of
these regulations, such compliance is sufficient to
support objectivity).
- Has relevant expertise, demonstrated from the
confirmation obtained from the reserve engineer in
EGA – Reserve Report Testing. Qualifications of
most reserve engineers are also listed on the reserve
engineer’s website, and their bios are usually
attached in the reserve report and IQRE
Questionnaire.
- Engagement teams should be comfortable that the
expert’s expertise is relevant to the matter for which
that expert’s work will be used, including any areas
of specialty within that expert’s field. For example,
reserve engineers may have specialities in certain
geological formations or geographical locations, and
it is important to assess if their expertise is relevant
to the client. This information can generally be
obtained from the reserve engineer’s bio and/or the
reserve engineering firm’s website.
- Qualified, demonstrated by being in good standing
of membership of a professional body or industry
association, license to practice, or other forms of
external recognition. Most reserve engineers are
members of The Association of Professional
Engineers, Geologists, and Geophysicists of Alberta
(APEGGA) and statuses can be directly confirmed
on their website www.apegga.org under the
Membership Register. The reserve engineer firm
can also be checked to ensure that it is a legitimate
permit holder through the Permit Register section
of APEGGA.
(a) Obtain an understanding of the work of that The engagement team should assess that the objectives
expert. and scope of work is appropriate for the purpose of
reliance. The engagement team should ensure that they
obtain an appropriate understanding of the scope of the
expert’s engagement with the client to determine
whether all reserves (proved and probable) and
potentially resources are covered by the experts work
and to what extent the information is being
independently verified by the reserve engineer. This will
help to determine the scope of procedures to perform.
Refer to the EGA – Reserve Report Testing where results
of this assessment will be considered for audit
implications.
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The scope of the work is normally provided within the
Introduction section of the reserve report, or can be
obtained from the engagement letter between the reserve
engineer and the client.
(b) If the work of an management’s expert is to be Engagement teams should bring in this FSLI and refer to
used, scope-in the non-FSLI Use of the work of the reference below.
Experts in Financial Statement view and add
the risk Use of the work of Experts in Audit
Risks view for each applicable FSLI
6. GADM Consideration
Use of GADM is not likely appropriate for this EGA.
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EGA: Evaluate the expert’s work – [Reserve Evaluator]
It is in this EGA where the engagement team will evaluate the appropriateness of the IQRE’s work.
3. Control Considerations
Generally, it is not expected that there will be significant reliance placed on key controls addressing the items
within this EGA. For integrated audits, the key client control addressing the assertions covered in this EGA would
usually be something like the following:
The Reserve Committee appoints and independent qualified reserve evaluator (IQRE) to assess the
client’s reserves in accordance with relevant regulations (e.g. NI 51-101). The Reserve Committee meets
with the IQRE to review and approve the reserve report. As part of this meeting, the IQRE provides
responses to a detailed questionnaire issued by the Reserve Committee.
Management’s expert
1. Taking into account the matters included in EGA Engagement teams can check the boxes, as appropriate,
*Plan involvement of expert/’*Use of work of in this EGA and link to the work performed in the EGA –
experts’ for the nature, timing and extent of Reserve Report Testing where detailed procedures are
procedures to be performed, evaluate the performed to evaluate the IQRE report.
appropriateness of that expert’s work as audit
evidence for the relevant assertion.
6. GADM Consideration
Use of GADM is not likely appropriate for this EGA
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EGA: Consider whether indicators of impairment exist –
property, plant and equipment
The general principles in these standards require entities to assess at each reporting period whether there are any
indications that assets may be impaired. The existence of one or more indicators does not mean the assets are
impaired; however, it does require further testing to assess whether the assets are actually impaired.
Under IFRS, asset impairment testing is performed at the individual asset level, where practical, otherwise, the
impairment test is performed at a CGU level. IAS 36 requires that an asset be assessed for impairment if there is an
indication that impairment exists. The standard highlights the following indicators that should be considered:
Significant decline in asset market value during the period more than that which would be expected with
passage of time;
Significant negative technological, market or economic factors impacting the entity have occurred or are
expected to occur.
Changes to market interest rates which might negatively impact the calculation of the recoverable amount
of the asset carrying amount of the net assets of the entity is more than its market capitalization.
The following indicators are specific to entities with oil and gas operations:
Actual or expected future development costs are significantly more than previously anticipated for a CGU
(e.g., significant AFE overruns with no significant upward revisions in reserve estimates);
Significant adverse change in legislative or regulatory climate (e.g., an unanticipated increase in royalty
rates).
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2. Assertions and Likely Sources of Possible Misstatement
The primary assertion being addressed in this EGA is Valuation of PP&E. The risk that impairment is not
correctly identified or calculated is included within the LSPM for PP&E. A screenshot of the relevant sections of the
LSPM is shown below:
3. Control Considerations
Generally, it is not expected that there will be significant reliance placed on key controls addressing potential
indicators of impairment for PP&E for most financial statement audits (comfort will be obtained from substantive
testing). For integrated audits, the key client controls addressing the assertions covered in this EGA would usually
be something like the following:
Each quarter, the manager of financial reporting prepares an impairment indicator checklist for PP&E to
determine whether a quantitative impairment assessment should be performed. A memo is prepared
highlighting the potential indicators considered and the conclusion as to whether or not a quantitative
assessment is performed. The memo is reviewed and approved by the Controller.
a) Discuss and gain an understanding on how Management should prepare an analysis that addresses
management assesses impairment indicators to each of the potential indicators noted in the Overview
determine whether events or changes in section above. The analysis should be prepared for each
circumstances might have impacted the carrying CGU.
value of an asset. Document the client’s
assessment of the existence of the following In cases where management does prepare an
industry specific impairment indicators: appropriate impairment indicator memo, engagement
teams should review to ensure all potential indicators
The passage of time due to unit-of- have been considered. It is important that engagement
production amortization, as properties
teams evidence their review of the memo and the
approach their economic limits;
reasonableness of the assumptions and conclusions
Lower expected future oil and gas
therein (e.g. verifying price trends by comparing to third
prices;
party pricing informatin). The most efficient way to do
Actual or expected future development
this is often to include audit ticks or other commentary
costs are significantly more than
previously anticipated for a CGU (e.g., directly in management’s memo prior to including it in
the file. PwC commentary should be clearly
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significant AFE overruns with no distinguishable on the version retained.
significant upward revisions in reserve
estimates); If management does not prepare a formal analysis,
Significant downward revisions to engagement teams should document their own
reserve estimates; assessment of the potential indicators including:
Significant adverse change in legislative
or regulatory climate (e.g., an Are declines in spot market prices of
unanticipated increase in royalty rates). commodities an indicator of impairment of
The above are provided only as examples of possible long-lived assets of oil and gas companies?
indicators of impairment for oil and gas producing
entities. Engagement teams should carefully consider A downward trend in commodity prices is not always a
the relevant facts and circumstances of the company, the triggering event for impairment testing. However, the
prevailing business environment and any other factors, underlying conditions contributing to the trend may
as appropriate. (IAS 36.9). well be indicators for many entities.
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For example, a weighted average market price for a
reasonable period of time may be appropriate to adjust
for any market anomalies. However, a downward trend
of consistent stock price declines during the period with
period-end prices being below the net book value per
share may indicate a possible impairment.
Other Indicators
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should consider the results of testing performed in
other sections of the audit file (e.g. operating cost
analytics, capital additions testing) and perform inquiry
of management to determine whether any significant
negative cost trends exist that would indicate an
impairment test should be performed.
b) Evaluate the reasonableness of the impairment Engagement teams should explicitly document their
indicators used by management and the conclusion with respect to whether or not impairment
judgments and estimates made during their indicators exist such that a formal impairment test is
impairment evaluation process and assess required.
whether management’s conclusion regarding
whether an asset or CGU should be tested for Note: If the conclusion is that no indicators exist, it is
recoverability based on the existence of an very important that sufficient validation procedures
impairment indicator during the current period.
have been performed by PwC in (a) above to support the
conclusion. For example, if management’s indicator
analysis indicates that there has been no decline in
commodity prices, PwC engagement teams should be
validating this assertion by comparing pricing from
third party sources (e.g. reserve engineers, Bloomberg)
at the balance sheet date to the date of the last
assessment.
c) If impairment indicators exist, perform EGA Refer to the EGA titled “Test impairment assessment –
'Test impairment assessment - Property, plant property, plant and equipment” below for detailed
and equipment'. guidance on impairment testing under IFRS.
d) Assess whether there is any indication that an Engagement teams are reminded to explicitly document
impairment loss recognised in a prior period their consideration of whether indicators exist that an
should be reversed. IAS 36.110- 116. impairment recognized in prior periods should be
reversed. Generally, these indicators would be the same
as those discussed in (a) above, but based on opposite
trends (e.g. significant increase in commodity prices or a
change in legislation that reduces the royalty rate
applied to oil and gas revenues).
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5. Links to Templates and Best Practices
No specific templates have been created for this EGA as the required documentation may differ based on each
client’s operations.
6. GADM Consideration
GADM involvement is not likely to be appropriate for this EGA.
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EGA: Test impairment assessment – property, plant and
equipment
Impairment testing is required at the individual asset level, where appropriate, or for each cash-generating unit
(CGU), with a CGU being the smallest identifiable group of assets that generates cash inflows that are largely
independent of the cash inflows of other assets or groups of assets.
FVLCTS
FVLCTS is the amount obtainable from the sale of an asset or cash-generating unit in an arm's length transaction
between knowledgeable, willing parties, less the costs of disposal. Fair value is an external, market-based
measurement and relies on the fair value hierarchy, similar to US GAAP.
1. Prices in a binding sales agreement in an arm’s length transaction - Although this is the best
evidence of fair value, often this is not applicable.
2. Current bid prices, if an active market exists – There is no active market for oil and gas assets.
3. Prices of the most recent comparable transactions within the same industry – While there is
not an active market for oil and gas assets, there are a number of market transactions each year.
Information on these transactions is tracked by various sources (e.g. investment banks, Sayers Energy
Advisor Reports) and can be utilized as a source of evidence to support FVLCTS calculations. However, it
can be difficult to find truly comparable transactions when evaluating a specific asset or CGU. Accordingly,
market transaction data is often used as a “reasonableness check” on the calculation of FVLCTS prepared
by the client rather than a direct source of evidence.
4. Approximation using present value techniques – FVLCTS will typically need to be determined on
the best information available using a DCF model.
VIU
VIU is the present value of the net cash flows from the continued use of the asset and its disposal at the end of its
useful life. The VIU method is a specific application of a present value technique and IAS 36 prescribes use of
management’s best estimates with certain restrictions. When a discounted cash flow model is used to determine
FVLCTS, there may be many similarities with the model used for the VIU calculation. However, there can often be
some key differences that should not be overlooked. These differences include:
The FVLCTS assumptions could include restructurings, reorganizations or future investments if rational
market participants would be expected to undertake these expenditures and activities in order to enhance
their return. IAS 36 mandates that the VIU model excludes the expenditures, cost savings and enhanced
revenues from uncommitted restructurings, reorganizations and future investments. Investments to
maintain the current condition of the asset are permitted under the VIU model. For oil and gas companies,
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this means that reserves included in a VIU model must be internally supportable. 2P (probable) reserves
can only be included in a VIU model to the extent the company has the ability and intention to develop the
reserves (e.g. if an entity cannot obtain financing to fund development of 2P reserves they should not be
included). 3P (possible) reserves may be included in a FVLCTS model but cannot be included in a VIU
model.
In a VIU model, general and administrative expenses (G&A) must be allocated to all CGU’s. For FVLCTS,
only incremental G&A that may be incurred by a market participant purchasing the assets is required to be
considered.
VIU is a pre-tax calculation and therefore a pre-tax discount rate must be applied in a VIU model
FVLCTS incorporates a tax amortization benefit (“TAB”), which assigns value to the full tax basis (tax
shield) of the asset that would be attributed to a purchaser in an asset acquisition. VIU is a pre-tax
calculation.
In some instances, it may be appropriate to incorporate possible (3P) reserves into a FVLCTS calculation if
it is reasonable to assume that a market participant would assign value to these when purchasing a cash
generating unit. Potential cash flows from 3P reserves cannot be included in a VIU calculation.
The risk that impairment is not correctly identified or calculated is included within the Likely Sources of Possible
Misstatement for property, plant & equipment. A screenshot of this is shown below.
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3. Control Considerations
Impairment is typically an elevated or significant risk for most oil and gas audits. Accordingly, there is a
requirement to obtain an understanding of the client’s controls to address the risk. For non-integrated audits,
formally testing these controls is not explicitly required (comfort is usually obtained from substantive testing);
however engagement teams are encouraged to consider testing certain key controls over impairment to supplement
the substantive procedures discussed below. For integrated audits, the key client controls addressing the assertions
covered in this EGA would usually be something like the following:
When indicators of impairment are determined to exist, a formal impairment calculation is performed.
The impairment calculation is prepared by the Financial Analyst based on information provided by the
business development, tax and treasury groups. The impairment calculation is reviewed and approved
by the Controller.
The impairment model (excel spreadsheet) is located on a password-protected network drive and access
is restricted to the Financial Analysis. Key formula cells within the model are ‘locked’ to prevent
unauthorized changes.
2. Level of testing
a) Inquire of management and evaluate A client’s CGU’s would have been assessed and
management's identification of CGUs and defined as part of the transition to IFRS. However,
the supporting documentation. (IAS 36.66- CGU’s should be continually re-assessed at each
73). reporting period if any of the factors have changed,
considering changes in materiality, significant
b) If applicable, agree the identified CGUs with disposals/acquisitions, E&E assets moved into
prior year working papers and investigate PP&E, changes in marketing contracts, common
any inconsistencies (IAS 36.72). infrastructure.
c) For CGUs identified in the current period for The most significant factors that should be
the first time, assess, based on the considered when assessing CGU’s are:
supporting documentation, whether
management's identification is appropriate Geographical & geophysical characteristics –
and ensure that the entity has appropriately assets that share similar geological or
allocated the assets to the CGU including geographical characteristics such as reservoir
corporate assets (e.g. head office building, depth, reservoir type, product type and geological
EDP equipment or a research centre) (IAS formation are often grouped together due to the
36.100-102). fact that the cash flows generated from the assets
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are not independent of each other, and would
have common indicators of impairment as the
assets would have similar exposures to market
price fluctuations, royalty regimes, and operating
cost inflation.
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inflows and outflows at a well level, investment
decisions are typically done at a field level as fields to
have shared infrastructure. In addition, marketing of
produced products is typically done at an aggregated
level (gas plant, battery, satellite, terminal etc.).
In practice, most companies used close proximity
and materiality to aggregate individual fields into
core areas for the assessment of CGU’s. In assessing
materiality, engagement teams should be considering
the total NBV of the aggregated CGU and the overall
risk that aggregating assets into a larger CGU could
give rise to a material impairment in one asset not
being recognized. Considerations should be made on
commodity price risk (gas, light oil, heavy oil),
operating structures (drilling techniques and
operating costs), development costs (different future
capital requirements), royalty regime (province).
Test management's determination of the recoverable Recoverable amount is determined by the higher of
amount for identified assets or the respective CGUs FVLCTS and VIU. It is not always necessary to
subject to an impairment test as the higher of the fair determine both an assets FVLCTS and VIU; if either
value less costs to sell and value in use (IAS 36.9, 18). exceeds the asset’s carrying amount, the asset is not
Perform the following audit procedures: impaired. It is expected that FVLCTS within the
North America oil gas industry will typically exceed
VIU for a number of reasons:
- IAS 36 includes specific restrictions when
calculating VIU for key assumptions including
growth rate on discounted cash flows which have
potential limitations on the inclusion of cash
flows from probable reserves which require
significant future development capital to
produce.
- FVLCTS is based on market participant
assumptions, including the effects of income
taxes incorporating the tax amortization benefit
(TAB) which assigns value to the full tax basis;
VIU would only consider the company’s existing
pools.
- In some instances 3P reserves may be
incorporated into FVLCTS if it is reasonable a
market participant would assign value which
cannot be included in a VIU calculation.
VIU is more common in situations where it is not
possible to determine FVLCTS (e.g. Midstream or
Downstream assets).
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a) Assess management’s or third parties For conventional upstream oil and gas properties, it
capabilities to determine the recoverable is expected that management will have sufficient
amount; knowledge and experience to perform the
impairment calculations as they have significant
knowledge and experience with reserve calculations
which form the basis for the impairment
calculations. Management is also generally familiar
with market conditions related to their assets.
b) Determine whether the engagement team See comments above with respect to management
has sufficient knowledge and experience to capabilities. Generally, we would expect the level of
review the valuations, including the involvement by PwC specialists to vary based on the
underlying methods and assumptions. risk associated with the asset or CGU subject to
Consider using a PwC specialist or impairment calculations.
internal/external expert to assist in
evaluating the entities or third party’s Generally, except in limited circumstances where the
valuation methodology and assumptions
impairment calculation is low risk (e.g. very high
used in the calculations.
cushions historically) or there is clear evidence of
Where use is made of the work of experts, FVLCTS (e.g. purchase and sale agreement); all
ensure that EGAs evaluating the use of their engagement teams are encouraged to utilize PwC
work in line with applicable GAAS VMD specialists in their documentation of
requirements (which can be added to the impairment to some extent. Generally, there are
plan by selecting the Risk ‘Use of the work of three levels of specialist involvement that can be
experts’ which is linked to the FSLI ‘Use of considered:
the work of experts’ in the Audit Risks view)
form part of the planned audit response. 1. Guidance on discount rates / Market
comparable transactions
Discount Rates
The discount rate applied should reflect the rate of
return that a market participant would require for
assets of similar nature and risk. Engagement teams
are reminded that an entity’s weighted average cost
of capital (“WACC”) would reflect the market’s view
of risk for the entity’s overall business and is a
function of the entity’s optimal capital structure,
market capitalization/size, and the risks associated
with its portfolio of assets. In many instances it is
not appropriate to assume an entity’s WACC is the
appropriate discount rate to apply to an individual
CGU.
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2. Limited Scope Formal Assessment
In some instances where AAG may not have the
expertise to fully perform the analysis, engagement
teams may want to engage the VMD team to provide
a limited scope formal assessment. This will help
strengthen the overall assessment of FVLCTS.
Involving VMD in a limited scope capacity may be
appropriate when there is a material impairment
recognized within the financial statements, or there
is significant uncertainty in the valuation and
sensitivity of the analysis performed.
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AAG teams are reminded to review memos received
from VMD carefully to ensure that the facts and
circumstances are accurately reported and that the
items requiring AAG validation / follow up (note:
these are generally summarized in the memo in the
conclusion section) have been addressed and
explicitly documented in the audit file.
i. examine if there is a binding sale If a binding sale agreement is signed before the
agreement in an arm's length transaction balance sheet date or in the period subsequent to the
(see Reference) and confirm the agreed balance sheet date and prior to the release of the
price (IAS 36.25); or, if not available, financial statements, the value implicit in the
purchase and sale agreement should be used as
FVLCTS as it is the best evidence of fair value.
ii. inquire of management whether an No active market for oil and gas properties exists.
active market exists, where the asset is This will not be applicable.
traded regularly and validate the
obtained information. Agree the current
bid price, if available, or the price of the
most recent transaction with external
knowledge sources (IAS 36.26); or, if no
active market exists:
iii. Obtain and test management’s Generally, for upstream oil and gas assets, the cash
discounted cash flow analysis and assess flows utilized in the FVLCTS model should be
that the cash flow projections are based derived from the third party reserves report prepared
on reasonable and supportable in accordance with NI 51-101.
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assumptions that represent Please refer to the section “Further Considerations
management's best estimate of the range for Evaluating a DCF model” below the tailored
of likely outcomes and verify they are procedures for further guidance on the key elements
based on the most recent financial of a cash flow model that engagement teams should
budgets or forecasts approved by consider when completing this section of the EGA.
management.
iv. Consider, based on materiality and As discussed above under tailored procedure 3(b);
inherent risk, and if available, obtaining there is publicly data available on market
relevant comparable market transaction transactions from various sources that can be used
data, (e.g., details of recent property to assess whether a client’s FVLCTS calculation
acquisitions, price received from recent based on a DCF model is reasonable. The key
farm outs or disposals of working metrics that should be considered include $ per
interests in the same or similar flowing barrel (boe/d) of production and $ per 2P
reserve volumes ($/boe).
properties) and compare DCF model
assumptions to the key transaction
The PwC VMD group prepares a summary of these
metrics ($ per reserves, $/flowing barrel transactions each quarter that teams can use in their
etc.). assessment. Engagement teams are reminded that
for such an assessment to be meaningful, it is
Note: It is often difficult to obtain directly important to ensure that the transactions selected
comparable market transaction data when for comparison are relevant. This is accomplished
valuing oil and gas properties. Accordingly, it by comparing to transactions that relate to
will be most appropriate to compare a range of properties or entities that are similar to the client.
relevant market transactions (e.g. same Specifically, consideration should be given to size of
product, location) to the client’s calculation of operations, geographic location, commodity (oil or
FVLCTS based on a discounted cash flow gas weighted) and quality of the commodity
model to assess reasonableness (i.e. falls within produced (e.g. light oil versus heavy oil) among
the range). others.
v. Verify the correct composition of the Generally, for upstream oil and gas assets, the cash
cash flows. flows utilized in the FVLCTS model should be
derived from the third party reserves report prepared
Note: The assumptions and inputs used in accordance with NI 51-101.
in a DCF model for FVLCTS should
incorporate observable market inputs as Please refer to the section “Further Considerations
much as possible. The assumptions for Evaluating a DCF model” below the tailored
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should be both realistic and consistent procedures for further guidance on the key elements
with what a typical market participant of a cash flow model that engagement teams should
would assume. Items to note for consider when completing this section of the EGA.
engagement team consideration:
- Cash flow assumptions that are Should a FVLCTS calculation include income taxes?
dependent on company specific A FVLTCS calculation should incorporate the impact
synergies that would not be available of income taxes on future cash flow estimates
to a typical market participant because a typical market participant would take tax
should be excluded from the model; impacts into consideration when determining the
- Cash flow assumptions relating to value they would be willing to pay to purchase the
forecast capital expenditure assets. IAS 36 includes the concept of “highest and
intended to enhance the productive best use” which implies that the FVLCTS should be
capacity of a CGU are eligible for determined assuming the type of transaction that
inclusion in the model but only to would give rise to the highest proceeds on sale of an
the extent that a typical market asset or CGU. For Canadian companies, this would
participant would take a consistent generally be in a sale of assets rather than a
view. corporate sale because a purchaser is entitled to
- Cash flows should be calculated on additional tax basis equal to the amount paid.
an after-tax basis and the tax
amortisation benefits (TAB) should Note: It is important for teams to understand the tax
be considered in the model. rules in foreign jurisdictions that a client operates in
as the same rules may not apply. Specifically, in
some jurisdictions (e.g. United States, UK), there is
not a ‘step up’ in tax basis on acquisition of assets
(i.e. the historical tax basis simply transfers to the
purchaser). In these situations, there may be no
difference in the amount a purchaser would pay
between an asset sale and a corporate sale. AAG
engagement teams should consult with PwC tax team
on specific engagements to ensure that tax rules and
regulations in foreign jurisdictions are properly
incorporated into the FVLCTS model.
vi. Verify that the discount rate used is a Please refer to tailored procedure 3(b) above for
post-tax market rate based on the rate of discussion on discount rates and support available
return that a typical market participant from PwC’s VMD team.
would require for assets of similar nature
and risk to those of the CGU being tested Sensitivity Analysis
(note: an weighted average cost of capital The determination of FVLCTS requires significant
for peer group companies is often judgments and estimates and therefore it may often
appropriate). The discount rate utilized be the case that there is a range of reasonably
should incorporate those risks not possible discount rates that can be used in the
reflected in the cash flow, e.g. country analysis.
risk etc.
As part of the audit procedures over impairment,
vii. Consider, to an extent based on engagement teams should obtain an understanding
materiality and risk, performing a of the sensitivity of the FVLCTS calculation to
sensitivity analysis to assess the impact changes in major assumptions, including discount
of changes in the discount rate on the fair rates applied.
value less costs to sell calculation. Assess
the impact of the sensitivity analysis on The PwC FVLCTS model includes functionality for
risk of material misstatement and engagement teams to perform sensitivity analysis
perform additional procedures, if over key assumptions. Engagement teams need to
considered necessary. consider which assumptions the FVLCTS is most
sensitive too (e.g. a change in discount rate) and how
a reasonably possible change in such assumptions
impacts the impairment calculations. This
understanding will be critical to determining
whether further audit evidence is required (e.g.
formal involvement of PwC VMD specialists); or if
specific communications to management and the
audit committee or enhanced financial statement
disclosures are required.
viii. Consider consultation with PwC Please refer to tailored procedure 3(b) above for
valuation specialists if considered discussion on support available from PwC’s VMD
necessary based on assessment of team.
materiality and risk.
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d) Test the determined value in use (which As noted above, it is not a requirement to calculate
involves estimating the future cash flows to both FVLCTS and VIU as the recoverable amount is
be derived from the continuing use of the based on the higher of these two amounts. If the
asset and from its ultimate disposal and FVLCTS exceeds the carrying amount, no further
discounting those future cash flows using an work is required.
appropriate rate) and perform the following
procedures: If the FVLCTS calculated is lower than the carrying
amount, engagement teams need to document their
STOP: There are some cases when it is not consideration of VIU and whether or not it could give
necessary to determine both FVLCTS and a higher amount than FVLCTS.
VIU, for example when either of these
amounts exceeds the carrying amount, As outlined above under tailored procedure 3 in this
suggesting that the asset is not impaired. EGA, we would generally not expect VIU to exceed
Consider whether this is the case, and tailor FVLCTS for Canadian oil and gas properties due to
work plan accordingly. the restrictions impacting the VIU calculation.
i. assess that the cash flow projections are See comments under “Overview and Background
based on reasonable and supportable Information” above for differences between VIU and
assumptions that represent FVLCTS calculations.
management's best estimate of the range
of likely outcome and verify they are
based on the most recent financial
budgets or forecasts approved by
management;
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this period is acceptable);
iv. verify that the discount rate used is a In accordance with IAS 36.55 the discount rate used
risk-free pre tax rate and that it for VIU is always pre-tax and applied to pre-tax cash
incorporates those risks not reflected in flows. This is often the most difficult element of the
the cash flow, e.g. country risk, etc. impairment test, as pre-tax rates are not available in
(Refer to IAS 36.56 and Appendix A17- the market place (e.g. WACC rates are “after-tax” as
A18 for guidance on the determination of are most published bond rates).
the discount rate) (IAS 36.30-57, 74);
and The pretax discount rate is not obtained by simply
grossing up the post-tax discount rate by a standard
rate of tax because the pre-tax rate needs to take
account of the asset or cash generating unit’s tax
rate, the post-tax discount rate, the timing of the
future cash flows, and the useful life of the asset or
cash generating unit. Accordingly, arriving at the
correct pre-tax rate is a complex mathematical
exercise.
v. Consider consultation with PwC Please refer to tailored procedure 3(b) above for
valuation specialists if considered discussion on support available from PwC’s VMD
necessary based on assessment of team.
materiality and risk.
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e) Document important judgments and Engagement teams should explicitly document the
conclusion. Documentation should reflect: conclusions reached in regards to impairment based
i. evaluation of management's process and on the procedures above; including reference to any
the reasonableness of assumptions used key assumptions made in reaching the conclusions
in the determination of the recoverable and the rationale supporting the conclusions made.
amount by either management or a third
party,
ii. underlying rationale used in reaching
well-reasoned judgments,
iii. consideration of alternative conclusions
(by management and the auditor); and
iv. conclusion regarding the reasonableness
of management’s estimates.
a) Obtain a detailed analysis of the carrying IAS 36 indicates that the carrying amount of a CGU
value of the asset or CGU and agree the should be determined on a consistent basis with the
balances to the general ledger or supporting recoverable amount.
documentation. Assess the reasonableness of
the calculation of asset or CGU carrying Decommissioning Provisions
amount, by considering the guidance in IAS There is a policy choice in regards to how
36.75 to IAS 36.79 and ensure the carrying decommissioning provisions are considered in
amount has been determined on a basis impairment analysis but the key requirement is that
consistent with the recoverable amount. they be treated consistently. Entities can chose to
either:
Note:
Decommissioning provisions and the Exclude cash outflows relating to settlement of
associated cash flows can be either included decommissioning provisions from the DCF
or excluded from the impairment test, model used to determine the recoverable amount
provided the carrying amount of the asset and exclude decommissioning provisions from
and the cash flows are treated consistently. If the carrying amount of the CGU; or
the carrying amount of the decommissioning
liability is included in the carrying amount of Include cash outflows relating to settlement of
the CGU, the estimated future cash outflows decommissioning provisions in the DCF model
are included in the DCF model used to used to determine the recoverable amount and
determine recoverable amount. However, if include the decommissioning provision as a
the carrying amount is excluded, the cash reduction to the carrying amount of the CGU
flows should also be excluded.
Note: The second approach reduces both the
If a FVLCTS calculation has been used to recoverable amount and the carrying amount;
determine recoverable amount, ensure that however the two amounts may not completely offset
deferred tax balances have been allocated to as the discount rate applied to cash flows in the
the carrying value on a rationale and impairment model may differ from the discount rate
consistent basis. Allocating deferred tax used to value the decommissioning provision on the
balances to specific CGU’s in Canada requires balance sheet. The difference will be most
judgement. An allocation methodology pronounced when an entity elects to value
should be selected by management and decommissioning provisions using a risk-free
applied consistently. Note also, that clients discount rate.
may perform an analysis of recoverable
amount to carrying value without allocation
their deferred tax amounts. If the recoverable
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amount exceeds the carrying value of the Deferred income taxes
asset or CGU, then no further work is VIU is a pre-tax calculation. Therefore, if VIU is used
necessary. However, if the recoverable as the recoverable amount, the carrying amount of
amount is less than carrying amount, then a the CGU would not include any deferred tax asset or
deferred tax allocation should be prepared to liability.
determine the amount of impairment, if any,
to record. However, FVLCTS is an after-tax calculation.
Accordingly, if FVLCTS is used to determine the
recoverable amount, the carrying amount of the CGU
must include related deferred tax balances. This is
explicitly highlighted in PwC’s Manual of
Accounting, Chapter 18 – Impairment of Assets:
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Note: The deferred tax liability used in the
impairment analysis should be the balance before
any impairment recorded by the client.
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Factor Considerations Audit Evidence
Source
Volumes • Generally based on 1P and 2P volumes. • 3rd party reserve
• In some instances, 3P volumes may also be appropriate if a typical market participant would assign value engineer reports
to these volumes. (Note: 3P reserves are typically internally generated and are not evaluated by the IQRE.
Therefore, additional validation procedures may be required.
Pricing • Forecast prices should be used. In practice, the reserve engineer price deck continues to be used as • 3rd party reserve
comparisons show that the price deck for the first 3 – 5 years mirrors the forward curve. However, this engineer reports
should be evaluated and judgment should be applied if the price deck is overly aggressive, an adjustment • Bloomberg forward
to the discount rate might be required (“alpha” factor). price curves
• In many instances, the prices used by external reserve engineers for the first three to five year periods are
based on their best estimate of future oil and gas prices and do not correlate directly to the forward prices
available in an active market. Therefore, if active market prices are significantly different from those used
by the IQRE when producing the reserve report, it may be necessary for the entity or engagement team to
perform an analysis to determine whether such differences would give rise to a significant difference in the
recoverable amount.
• It would generally be considered appropriate to utilize the forecast prices from the reserve engineer
reports in the FVLCTS discounted cash flow model for the period for which active forward market pricing
is not available (e.g. beyond year three or five) to the extent such prices reflect the market information
available.
• Engagement teams should also consider whether certain fixed price contracts have been included in the
reserve report price estimates. If the contracts would not be transferred to a typical market participant
purchasing the assets, it would not be appropriate to include these in the FVLCTS model
• Benchmark prices should be adjusted as appropriate for quality differences, transportation and other
relevant factors in determining the price that is received by the CGU.
• Exclude derivative contracts as these are marked-to-market for accounting purposes
OPEX & • Based on management’s best estimate of future costs • 3rd party reserve
Royalties • Should exclude any “synergies” that would not be available to a typical market participants (note: these are engineer reports
rare for most oil and gas clients) • Lease op reports
Future Capital • Based on management’s best estimate of future costs • 3rd party reserve
engineer reports
Future • Recommended that clients exclude abandonment and reclamation costs from both the recoverable amount • 3rd party reserve
Abandonment (DCF) and the carrying amount engineer reports
• If these costs are included in the recoverable amount DCF model, it is important that engagement teams • ARO schedule
realize it is not appropriate to just use the abandonment costs shown in the reserve report. Instead, costs
from the client’s decommissioning provision model are more appropriate. This is due to the following:
- Reserve report costs typically only include down hole abandonment, and do not consider surface or
other reclamation activities
- Reserve report amounts tend to be the reserve engineer’s judgment whereas the provision model is
management’s best estimate which is consistent with requirements of IAS 36
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Factor Considerations Audit Evidence
Source
- Provision on financial statements represents developed resources, compared to reserve report which
would represent decommissioning required for all 2P reserves (i.e. includes amounts for wells not yet
drilled
Discount • Rate that reflects current market assessments of the time value of money and the risks specific to the asset. • Bloomberg (WACC)
Rates Engagement teams are reminded that an entity’s WACC would reflect the market’s view of risk for the • PwC Internal
entity’s overall business and is a function of the entity’s optimal capital structure, market WACC Analysis by
capitalization/size, and the risks associated with its portfolio of assets. In many instances it is not Valuations,
appropriate to assume an entity’s WACC is the appropriate discount rate to apply to the individual CGU. Forensics &
• Consideration of client’s WACC and peer group WACC. The WACC Analysis provided by PwC’s VMD team Disputes (VMD)
will provide information on overall entity WACC rates for a number of oil and gas companies. However,
the rates shown are before consideration of any entity-specific adjustments (referred to as “alpha factor”)
which must be considered for individual CGU’s. Examples of factors engagement teams should consider
when determining appropriate “alpha” adjustments to the WACC rate include:
- Nature and quality of commodity produced (e.g. a lower discount rate may be appropriate for a light
oil property in a time of high oil prices);
- If reserve estimates are based on a price deck that is considered aggressive, a higher discount rate may
be appropriate;
- For assets with a longer reserve life (cash flows extend for a longer period of time) the volatility and
risk associated with the cash flows may be higher indicating a higher discount rate is appropriate;
- The composition of reserves impacts the discount rate. If there are a higher proportion of 1P reserves
as compared to 2P reserves, a lower discount rate may be warranted than if the reverse applies as there
is more development risk associated with 2P reserves.
- The discount rate should be adjusted to reflect political or other risks specific to foreign jurisdictions.
The reserve estimates prepared under NI 51-101 explicitly exclude consideration of political risk.
• Discount rates are an area of significant judgment. In the first year of adoption of IFRS, after-tax discount
rates from 6% - 16% were used to value Canadian oil and gas assets.
• Engagement teams should document their consideration of the discount rate applied to each CGU and
whether or not different rates should be applied for each CGU.
Costs to Sell • Best estimate of the costs that would be incurred to facilitate a sale of the assets / CGU • Best estimate
• Common estimates range from 0.5% - 5% of fair value • Past transactions
• Includes transaction cost for external advisors, costs for removing, transferring assets/CGU’s, or carve-out
costs, costs to bring the asset/CGU into the condition to be sold
Income taxes • FVLCTS must be calculated on an “after-tax” basis, although most companies may not be in a taxable • Tax provision
position. working papers
• Tax Amortization Benefit (“TAB”) should be included – a specific formula which is included in the PwC (applicable rates,
FVLCTS impairment model (see calculation below). temporary
differences related
• Carrying amount of CGU should include an allocation of deferred tax liability related to PP&E to PP&E)
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5. Links to Templates and Best Practices
An example documentation template titled “Impairment Testing Template Example_FINAL.xls” is
available on Template Manager for teams to utilize when completing this EGA. The template can be modified to
incorporate specific testing attributes that may be necessary to document based on client-specific accounting
systems or operations.
6. GADM Consideration
Historically, GADM has not been utilized in impairment testing. As part of PwC’s ATP initiative, in the future,
consideration may be given to developing a “centre of excellence” for reserve report and impairment testing to
maximize efficiency and consistency amongst audit files
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4. Decommissioning provisions
The final phase in the oil and gas value chain is “closure” and relates to expenditures incurred to abandon and
reclaim / remediate oil and gas assets at the end of their useful lives (e.g. when production ceases). Abandonment
costs are those associated with plugging a well in accordance with regulatory requirements as well as costs to
recover equipment. Reclamation costs are associated with repairing, reshaping and contouring the land to its
original condition as required by law or regulation.
Under IFRS, and consistent with U.S. GAAP and previously CICA HB Part V Canadian GAAP, entities are required
to estimate future abandonment and reclamation costs on the date an asset is acquired or constructed and record a
decommissioning provision at that time with an offsetting debit to E&E or PP&E. The decommissioning provision
estimate is updated in future periods as new information becomes available. Actual costs incurred in future periods
are recorded against the provision.
This phase of oil and gas activity is most commonly referred to as decommissioning provisions under IFRS (also
known as asset retirement obligations - ARO).
Audit EGA’s
Due to the significance of decommissioning provision balances for most oil and gas companies, an industry-specific
EGA has been developed. This EGA can be utilized in Aura by selecting the tier 3 library titled “Canada Energy
Industry Supplement”. This chapter of the handbook provides supplemental guidance to assist engagement teams
in the preparation and review of the decommissioning provision EGA.
Note: There is a global EGA on Asset Retirement Obligations within the 2012 Int’l IFRS Audit Supplement;
however engagement teams are encouraged to use the industry-specific EGA created by PwC Calgary noted above.
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EGA: Test decommissioning provisions
IAS 37 sets out the procedures that an entity should follow to properly account for and disclose decommissioning
liabilities. There are several accounting issues associated with the estimate of decommissioning liabilities under
IFRS including:
Initial Recognition
Under IFRS, a decommissioning liability is a present legal or constructive obligation arising from a past event, the
settlement of which is expected to result in an outflow from the entity of resources embodying economic benefits
for which the entity has no realistic ability to avoid. A constructive obligation exists if an entity were to
demonstrate a history of discharging liabilities in the absence of an explicit regulatory obligation.
In Canada, there is a legal obligation for oil and gas companies to perform abandonment and reclamation activities
when the assets reach the end of their useful life. Such legal obligations also exist in many foreign jurisdictions;
however in some jurisdictions the legal framework is not as advanced and there is not a specific legal obligation to
perform these activities. In such instances, consideration needs to be given as to whether or not an entity has a
‘constructive’ obligation which is defined in IAS 37 as follows:
Constructive obligation an obligation that derives from an entity’s actions where by an established
pattern of past practice, published policies or a sufficiently specific current
statement, the entity has indicated to other parties that it will accept certain
responsibilities; and as a result, the entity has created a valid expectation on the
part of those other parties that it will discharge those responsibilities.
Decommissioning provisions are recorded as a debit to PP&E with a corresponding credit to the decommissioning
liability based on guidance in IAS 16 (dismantling and restoring costs are to be included in the cost of PP&E).
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For practical purposes, decommissioning liabilities should be initially recognized when a well is “spud” (time of
first ground breaking in setting up the drilling rig), or ground has been broken for construction of a facility or
pipeline.
Initial Measurement
IAS 37 requires that the best estimate of the expenditure required to settle the present obligation be used to
determine the provision. IAS 37 requires that the “expected value” method be used for determining the expected
cash flows for a large population of items (e.g. # of wells) due to the necessity to consider obligations arising from a
group of transactions together. When a range of possible outcomes exists and each point in the range has an equal
probability of being correct, the mid-point of the range should be used.
IAS 37 requires that where the effect of the time value of money is material, the amount of a provision shall be the
present value of the expenditures. Due to the long-term nature of most oil and gas assets (most assets useful life is
greater than one year), the time value of money is material and thus, the decommissioning provision estimate
should include a discount factor.
IAS 37 requires that the discount rate used be a rate that reflects current market assessments of the time value of
money and the risk specific to the liability. The rate is not to reflect risks for which future cash flow estimates have
already been adjusted. Accordingly, the choices made with respect to cash flow estimates will have a direct impact
on the discount rate that should be applied under IFRS. Options available are summarized in the table below:
Risk Adjusted Rate Cash flows would be a single estimate of Cash flows would be a single estimate of
future cash outflows (inflated) that is not outflows based on current pricing (no
adjusted for risk. Instead, the nominal inflation) that are not adjusted for risk.
discount rate would be adjusted to reflect Instead, the real discount rate would be
specific risks related to the liability. Risk- adjusted to reflect specific risks related to
adjusting the discount rate should result the liability. Risk-adjusting the discount
in the use of a discount rate that is lower rate should result in the use of a discount
than the risk free rate (note: this has the rate that is lower than the risk free rate.
opposite effect as compared to the ‘credit
adjustment’ to discount rates required
under Canadian GAAP).
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Overall, the present value of the liability should be the same on initial recognition regardless of the rate and cost
combination selected; however the model and thereby the accounting may be more complicated if a real rate is
selected. That is, if a real rate is selected, part of the adjustment of the decommissioning liability due to the passage
of time would be to finance costs (accretion expense) and part would be to the decommissioning asset (PP&E). This
is because the future costs are not adjusted for inflation on recognition and therefore, the decommissioning asset
would need to be adjusted for inflation in the future. Consequently, it is significantly more difficult to track
subsequent allocations between the decommissioning asset and borrowing costs if a real rate is used. If a nominal
rate is used (and therefore inflated future costs are used), the decommissioning asset is already adjusted for
inflation and the adjustment due to the passage of time is recorded entirely as finance costs.
In practice, the majority of Canadian oil and gas companies use a nominal interest rate for measuring
decommissioning provisions.
IAS 37 is unclear as to whether or not an entity’s own credit risk is required to be incorporated into the
measurement of decommissioning provisions. The issue has been debated at the IDG committee of the CICA and
was put forward to the International Financial Reporting Interpretation Committee (“IFRIC”) for consideration.
The issue was debated in 2010 and 2011; however the IFRIC ultimately rejected the staff recommendation to add
this issue to its agenda. The final rejection stated their belief that “predominant practice is to use the risk-free
rate”.
In Canada, there is mixed practice. As the guidance within IAS 37 is unclear, PwC accepts that entities can make a
policy choice to use either a risk-free rate or a credit-adjusted rate for discounting decommissioning provisions.
The policy choice should be applied consistently.
Subsequent Measurement
IFRS requires that decommissioning provisions be reviewed at the end of each reporting period, which for most
entities would be quarterly. Under IFRS, decommissioning provisions are adjusted to reflect the current cost
estimates and discount rates each reporting period. Accordingly, under IFRS, a change in the discount rate would
change the provision even if there was no change in the estimated cash flows.
Changes in decommissioning provisions relating to cost estimates or changes in discount rates should be recorded
as adjustments to PP&E and decommissioning provisions prospectively. Under IFRS, amounts deducted from the
cost of the assets should not exceed the carrying value of the asset. If a decrease is greater than the carrying value,
the excess would be recognized in the P&L immediately.
Changes in the liability due to the passage of time (unwinding of the discount) should be recorded directly to the
statement of comprehensive income. Under IFRS, such changes must be reflected as finance costs rather than as
accretion expense included in DD&A. It is important to note that although this expense is classified as a borrowing
cost under IFRS, the expense does not meet the criteria required for capitalization under IAS 23.
When decommissioning expenditures are incurred they are applied to reduce the provision. As a general principle,
any difference between the actual expenditures incurred and the amount provided for would represent a gain or
loss that would be recognized in the statement of comprehensive income.
In practice, many entities do not manage decommissioning provisions on an individual asset basis. Gains or losses
on settlement of decommissioning provisions for individual wells are not recognized when the field or area (other
wells and related infrastructure) is still producing. Instead, differences are treated as a change in estimate and
recorded against the provision until the entire field or area are cease to produce. In this instance, consideration
should be given to whether the remaining liability is representative of management’s best estimate of future costs.
Any differences arising from settlement of the final provision are recorded as gains or losses in the statement of
comprehensive income.
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Amounts capitalized to E&E or PP&E (decommissioning assets)
The amounts capitalized to E&E or PP&E on initial recognition and subsequent re-measurement are grouped in
with the other costs to construct the asset (i.e. well, facility, or pipeline) and are not amortized separately. Instead,
the decommissioning assets are depleted or depreciated in accordance with the entity’s accounting policy for the
related asset. Decommissioning assets related to E&E are held at carrying amount and are either transferred to
PPE and subsequently depleted or assessed for impairment and written off as required.
It is also important to ensure that decommissioning assets are appropriately allocated to respective depletion units
and/or CGU’s as they impact the depletion and impairment calculations for PP&E.
Example: A well is spud on January 1. The cost estimate is $100 to be settled 20 years from today’s date. Inflation
is expected to be 2% over the next 20 years and the risk-free discount rate is 3.5%.
Initial Recognition
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2. Assertions and Likely Sources of Possible Misstatement
For ARO the following assertions are most relevant: Completeness, Valuation, Existence / Occurrence, Cut-off,
Accuracy, Rights and Obligations, Presentation and Disclosure.
Indicate the class(es) of transactions and related account balance(s) addressed in this summary :
E/O
C/O
R/O
P/D
A/V
Note: A practice aid to as s is t w ith identifying LSPM is available
C
in U. S. Tem plate Manager.
ARO m odel does not contain prov isions for all wells,
ARO liability m ay not be com plete facilities that the Com pany has either constructiv e
X
or legal obligations to reclaim .
X
Unreasonable discount rate is used to calculate
X
present v alue of ARO obligation.
Unreasonable inflation rate is used to calculate
X
expected expenditures in future periods.
ARO liability m ay not be calculated correctly ARO calculation m ay not be perform ed correctly
X
(i.e. error in m odel)
X
Accretion expense m ay be not be correctly
X
calculated
The Com pany has incurred expenditures that are
X
not reflected in the ARO m odel
ARO asset and liability m ay not be properly allocated to CGU Liability additions hav e not been reflected in correct
X
/ depletion units CGU/depletion unit
Journal entry to record changes to ARO liability X
X
ARO journal entries m ay not be correctly reflected in G/L m ay not be correctly entered or posted.
and financial statem ents Liability recorded in the financial statem ents m ay
X
be incorrect. X
ARO disclosures m ay not be correct ARO disclosures m ay be incom plete
X
ARO disclosures m ay not be accurate
X
3. Control Considerations
Generally, it is not expected that there will be significant reliance placed on key controls addressing the items
within this EGA for many financial statements audits. For integrated audits, the key client control addressing the
assertions covered in this EGA would usually be something like the following:
Each month, the Financial Analyst updates the ARO model and prepares the journal entry to update the
provision balance and record accretion expense. The journal entry and supporting calculations are
reviewed by the Controller.
ARO estimates are reviewed by the Cost engineer to ensure the estimates are complete and reasonable
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4. Detailed EGA Analysis
Procedures Guidance Notes
1. Inquire with management as to the existing legal, Refer to the Overview and background information
contractual and/or constructive obligations to meet section above for further information on
the costs of decommissioning and dismantling decommissioning provisions.
assets at the end of their production life, in
addition to restoring the site. Evaluate the Engagement teams should ensure that they obtain an
completeness of management’s response understanding of the laws and regulations in each
considering information obtained through other jurisdiction that the client operates in order to be able
audit procedures and understanding of the
to consider the completeness of the decommissioning
business operations and developments.
provision at a high-level.
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Evaluate the completeness of well and facility As with all liabilities, Completeness is a key assertion
information included in the calculation by that must be addressed when testing decommissioning
obtaining a well/facility listing and trace a provisions. Key information for preparation of the
sample of items to the well/facility listing decommissioning provision generally comes from
included in the decommissioning provision. operational personnel at our clients and may include
Follow up any inconsistencies. the following:
Drilling summary report – A chronological listing
Note – Well listings can be obtained from a of all wells drilled.
number of sources (for example: independent
Detailed AFE listing – Listing of all AFEs created
reserve engineer reports, the prior year file or
that can generally be sorted based on approval
internal engineering personnel or land
reporting). date. This listing will include both wells drilled as
well as additions to facilities or other assets.
Engagement teams should consider audit work Facility / Pipeline Summary Report – For
performed in the prior year over well listings companies with significant facilities infrastructure,
as a potential source of audit evidence and the a summary of all such assets may be maintained.
impact on the level of work required over the
current year well listing (i.e. agreeing the Similar to testing the capital accrual (see EGA – Test
listing to the prior year testing and performing Capital Accrual above), Accept / Reject testing is
audit procedures over current year well generally the most efficient and effective method of
additions and well de-recognitions may be testing completeness of the decommissioning
sufficient in a number of cases). provision.
Engagement teams are reminded of the The primary assertion to test is completeness, however
requirement to document consideration of the for efficiency, testing can be performed two ways to
nature and extent of audit evidence supporting obtain comfort over existence as well; first by tracing a
the reliability of information used in testing of
sample of items from detailed AFE Listing, Drilling
non-financial data. If required, ensure
Summary Report or Facility / Pipeline Summary
appropriate audit procedures have been
planned, executed and documented to support Report, or their equivalents, to the decommissioning
reliance on non-financial data (e.g. well provision model (Completeness); and then by tracing a
listings). sample of items from the decommissioning provision
model back to these same reports, as applicable
(Existence).
Evaluate the reasonability of the estimated For substantive tests of details, the most common
amount of cash outflows by examining internal approach (assuming a large volume of items giving rise
data (such as cost information associated with to decommissioning provision) is to apply both target
historical decommissioning activities, cost and non-statistical sampling to obtain comfort over the
estimates prepared by internal engineers) and decommissioning provision balance. Engagement
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external data (such as industry-produced teams should employ sampling methodology in
costing information) to evaluate data and accordance with PwC Audit Guide Section 7040 when
assumptions. performing this testing.
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capping of pipeline, transporting scrap materials, and
reclaiming the site to remediate contaminates.
Alberta Manuals:
Directive 006 (March 2013) provides guidance
on the program:
Directive 011 (March 2013) provides guidance
on costs:
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b) The costs included in the reserve report only
represent expenditures for abandonment and do
not include estimates for surface reclamation
which must be included in the decommissioning
liability estimate and can be significant depending
on the well location, age, etc. Teams should also
be aware that reserve report amounts may also not
take into account the costs to abandon facilities.
c) The costs of abandonment in the reserve report
are based on developing all reserves; therefore the
abandonment costs under the “proved” or “proved
and probable” reserve scenarios will include costs
associated with wells that have not yet been drilled
or facilities that have not yet been constructed.
Perhaps more importantly, the reserve report will
generally only include costs associated with wells
that have reserves assigned. Wells that are no
longer producing, but have not yet been
abandoned may not be included within the
abandonment cost estimate in the reserve report
but must be included in the decommissioning
liability calculation.
d) Timing of abandonment per the reserve report
may not reflect management’s best estimates of
when abandonment will take place.
Evaluate the reasonableness of estimated Reclamation activities are performed at the end of an
timing of future cash outflows by inquiring asset’s useful life. For wells, reclamation activities are
with internal management specialists performed after the wells are suspended (cease
(engineers) and examining internal data (such production). The specific requirements will vary by
as business plans, engineering reports) and jurisdiction, but typically operators are required to
external data (such as independent reserve perform well abandonment and reclamation within a
reports). reasonable time period. Delays in actually performing
full abandonment and reclamation work may occur if
there is a possibility that technology advances or
changing price environments may extend the economic
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life of the well.
134
reclamation of all wells in the area will be delayed until
the entire area or CGU ends production.
Foreign Operations
As a general rule, for foreign operations, the inflation
rate used in calculating the decommissioning provision
should be consistent with the foreign currency rate and
discount rate assumptions used.
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to obtain an understanding of the nature of the work to
be performed and typical contracting arrangements in
foreign jurisdictions. This can be done through inquiry
of operational personnel.
i. Ensure that the discount rate used is a pre-tax Decommissioning provisions are measured as the
rate that is based on either a risk-free rate or a present value of future cash flows. The discount rate
credit adjusted risk free rate (based on entity’s takes into account the time value of money (the idea
accounting policy) which reflects the current that money available now is worth more than the same
market assessment of time value of money and amount of money available in the future because it
is properly adjusted to reflect the risk specific could be earning interest) and the risk or uncertainty of
to the provision by comparing it to external the anticipated future cash flows.
sources (such as government risk free bond
rates with maturities that align with expected
Please refer to the Overview and background
timing of decommissioning expenditures if the
client has elected a risk free discount rate; or to information section above for detailed discussion on
the company’s borrowing rate or a competitor alternative discount rates that can be applied in a
portfolio of borrowing rates, if the client has decommissioning provision model.
elected a credit adjusted risk free rate).
Oil and gas companies must make a policy choice
Note – Use of a risk free or credit adjusted whether to use a ‘real’ rate (cash flows not adjusted for
risk-free as a basis for discounting is an inflation) or a ‘nominal rate’ (cash flows are adjusted
accounting policy choice that should be applied for inflation). There is also a policy choice as to
consistently from period to period. whether or not the entity’s own credit risk should be
incorporated into the discount rate.
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discount rate (difference between risk-free and credit-
adjusted rates) by comparing to terms of existing debt
facilities for the entity as well as current pricing terms
for credit default swaps involving the entity or a basket
of assets with similar credit ratings.
Foreign Operations
See discussion under 2(d) above. As a general rule, for
foreign operations, the discount rate used in
calculating the decommissioning provision should be
consistent with the foreign currency rate and inflation
rate assumptions.
c) Consider the reasonableness of assumptions in In practice, many entities do not have significant
light of actual results in prior periods, the historical experience with abandonment and
consistency with those used for other reclamation to use those as a basis for estimating
accounting estimates and with management's future costs. However, engagement teams should not
plans (IAS 37.36-50). ignore actual costs incurred when assessing the
reasonableness of estimated costs in the
decommissioning provision model.
e) Identify changes in the measurement of asset IFRS requires that decommissioning provisions be
retirement obligations and ensure application reviewed at the end of each reporting period, which for
of the proper accounting in accordance with most entities would be quarterly. Under IFRS,
IFRIC 1. decommissioning provisions are adjusted to reflect the
current cost estimates and discount rates each
Note – Changes in decommissioning reporting period. Accordingly, under IFRS, a change in
provisions are added to or deducted from the the discount rate would change the provision even if
cost of the related asset in accordance with there was no change in the estimated cash flows.
IFRIC 1. Engagement team should perform
procedures to ensure changes in Changes in the liability due to the passage of time
decommissioning liabilities have been applied (unwinding of the discount) should be recorded
to the correct depletion unit and CGU as this directly to the statement of comprehensive income.
classification will have an impact on the
Under IFRS, such changes must be reflected as finance
carrying amount used in depletion and
costs rather than as accretion expense included in
impairment testing.
DD&A. It is important to note that although this
expense is classified as a borrowing cost under IFRS,
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the expense does not meet the criteria required for
capitalization under IAS 23.
a) Depending on the level of audit evidence In most instances, accretion expense can be tested
required and the complexity of the calculation, effectively through use of substantive analytical
perform substantive analytical procedures or procedures.
tests of detail (recalculation of accretion
expense for the period. Simplistically, an expectation of accretion expense can
Note – Management may have used multiple be set by taking the opening decommissioning
discount rates on different wells and facilities provision balance and multiplying by the applicable
due to differences in the expected timing of
discount rate.
cash outflows or other associated risks.
Engagement teams may have to disaggregate
the opening balance of the provision by The analytic will need to be more refined if the client
discount rate and time (quarter) in order to applies different discount rates to different categories
ensure an adequate level of precision in the re- of assets as a result of different reserve lives or
calculation. jurisdiction. In addition, if there are significant
additions or disposals during the year that impact the
decommissioning provision, the impact of such
transactions will need to be incorporated into the
expectation with specific consideration being given to
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when the additions /disposals took place throughout
the year.
4. Test the presentation and disclosure of Decommissioning provisions are commonly shown as a
decommissioning provisions/asset retirement separate line item on the balance sheet of many oil and
obligations by performing the following gas companies. An alternative presentation is to
procedures: include the balance within a more generic line item
called “provisions”. In both cases, significant note
a) Verify that provision balances are disclosure is required to provide information to users
appropriately presented on the face of the
on the changes in the balance during the period and
statement of financial position (IAS 1.54(k)).
the key assumptions used in measuring the provision.
b) If relevant, review and test classification of the Engagement teams need to consider whether a portion
balance between current and non-current for of the decommissioning provision should be classified
appropriate presentation in the financial as “current” on the balance sheet. If management’s
statements (IAS 1.60-65). plans include abandonment and reclamation
expenditures in the next 12 months then it would be
c) Determine whether appropriate information appropriate to classify a portion of the balance as
has been obtained for required disclosure in current.
the financial statements by reference to the
latest IFRS disclosure checklist.
6. GADM Consideration
GADM involvement is not likely to be appropriate for this EGA.
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5. Acquisitions
Merger and acquisition transactions are quite common in the oil and gas industry. These transactions can be
structured as the purchase and sale of specific assets or as an agreement to purchase shares in another entity. For
accounting purposes, the substance of the transaction, rather than its legal form dictates the appropriate
accounting treatment for an acquisition. Accordingly, engagement teams must assess each Purchase & Sales
Agreement (“PSA”) entered into by the client to determine whether the acquisition is in substance an asset
acquisition under IAS 16 or whether it represents a business combination under IFRS 3R.
Audit EGA’s
Acquisition transactions are often significant and can have a pervasive impact on the financial statements for many
oil and gas companies. As a result, an an industry-specific EGA has been developed. This EGA can be utilized in
Aura by selecting the tier 3 library titled “Canada Energy Industry Supplement”. This chapter of the handbook
provides supplemental guidance to assist engagement teams in the preparation and review of the EGA – Test
acquisition transactions.
Note: There are a number of global EGA’s for business combinations within the 2012 Int’l IFRS Audit Supplement;
however the EGA – Test acquisition transactions in the Canada Energy Industry Supplement combines the
relevant procedures from the various EGA’s in the general library into one concise EGA and therefore engagement
teams are encouraged to use the industry-specific EGA created by PwC Calgary noted above.
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EGA: Test Acquisition Transactions
Business Combinations
IFRS 3R defines a business as "an integrated set of activities and assets that is capable of being conducted and
managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits
directly to investors or other owners, members, or participants” (Appendix A, Defined terms). Previous Canadian
GAAP defined a business as a “self-sustaining set of activities and assets conducted for the purpose of providing a
return to investors”.
To be considered a business under IFRS 3R, a set of activities and assets only needs inputs and processes applied to
the inputs that have the ability to create outputs. Administrative systems such as accounting, billing and payroll
typically are not processes used to create outputs. Although businesses usually have outputs, outputs are no longer
required in determining whether an acquired entity or group of assets constitutes a business. That is, under IFRS,
the set of activities need not be self-sustaining to qualify as a business as it did under previous Canadian GAAP.
IFRS 3R also clarifies that not all inputs and processes necessary to create outputs are needed if the market
participant is capable of continuing to produce outputs. For example, if a market participant can integrate the
acquired inputs and processes with other inputs and processes that already exist in its operations, then the acquired
set of activities and assets would meet the definition of a business. Additionally, under IFRS 3R, if goodwill is
present in the acquired group, it is presumed that a business exists. Evidence to the contrary would be needed to
overcome this presumption.
Overall, the assessment of whether an acquired entity or group of assets constitutes a business should consider
whether a market participant is capable of conducting and managing the integrated set of activities and assets as a
business "for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits
directly to investors or other owners, members, or participants".
Judgment will need to be applied to determine whether a set of inputs and processes is capable of being conducted
as a business, and as there are no “bright lines”, the facts and circumstances of each transaction will need to be
evaluated carefully. Producing oil and gas assets or development assets with proved and/or probable
reserves assigned are generally considered to meet the definition of a business and therefore would
be considered within the scope of IFRS 3R. In contrast, assets without production or assigned reserves (e.g.
E&E assets) would generally not qualify as a business, and are most appropriately accounted for as an asset
acquisition under IFRS 6 or IAS 16. If the acquisition transaction includes the purchase of both E&E and producing
properties, professional judgment should be applied to determine whether or not the transaction is a business
combination under IFRS 3R.
Note: The Alberta Securities Commission and other Canadian Regulators have expressed a firm view that the
acquisition of undivided working interests in oil and gas assets with production or assigned reserves represent a
business combination under IFRS 3R, and should be accounted for and disclosed as such. The IASB currently has a
project to clarify this treatment is required under IFRS 11.
Paragraph 3 of IFRS 3R stipulates that, “if the assets acquired are not a business, the reporting entity shall account
for the transaction as an asset acquisition” – in other words, apply IAS 16 (see guidance on asset acquisition
accounting below).
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Asset Acquisition Accounting
In instances where the PSA relates to a group of assets which do not meet the definition of a business under IFRS
3R, the transaction should be accounted for in accordance with IAS 16. To account for an asset acquisition under
IAS 16, the cost of assets acquired (PP&E or E&E) should be equal to the cash price equivalent at the recognition
date. The PSA should clearly outline what has been acquired by the purchaser. For most oil and gas transactions,
the purchase will assume responsibility for any decommissioning obligations associated with the assets acquired.
In most Canadian asset acquisition transactions, the purchaser’s tax basis will be equal to the amount paid for the
asset. As such, there will be no deferred income tax asset/liability to recognize. For example, if an entity pays cash
of $100 to acquire assets and the associated decommissioning obligation is $20; the following entry would be
recognized:
Dr PP&E $120
Cr Cash $100
Cr Decommissioning obligation $20
There are cases where the purchaser’s tax basis may not be equal to the cash consideration paid (this is not that
common for asset purchases in Canada but can occur and also occurs in foreign jurisdictions where the tax laws do
not give rise to a ‘bump’ in the purchaser’s tax basis when transactions occur). Under previous Canadian GAAP, this
fact pattern would require recognition of a deferred tax liability with a corresponding ‘iterative bump’ to the asset
value. However, under IFRS, IAS 12 prevents the recognition of deferred tax in transactions that are not business
combinations. This may result in an “unrecognized difference” that will need to be tracked and separately
recognized through profit and loss on a systematic basis.
The following table outlines key differences in the accounting treatment of asset acquisitions and business
combinations:
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2. Assertions and Likely Sources of Possible Misstatement
Business combinations often have a pervasive impact on the financial statements and therefore all assertions are
impacted. The most significant assertion with business combinations is Valuation, specifically the fair value of
assets acquired and liabilities assumed.
The risk that business combinations are not appropriately identified and valued is included in the Likely Sources of
Possible Misstatement for business combinations. A screenshot of this is shown below.
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3. Control Considerations
If the engagement team has considered accounting for business combinations as a significant risk, then auditing
standards require the engagement team to understand and evaluate the controls management has in place over the
significant risk. This does not mean the engagement team needs to place reliance on the controls. The following are
examples of controls that engagement teams may identify:
An accounting memo is prepared for a significant and unusual transactions outlining the key terms of the
arrangement and relevant accounting guidance. The Controller and Chief Financial Officer review and
approve the memo, including journal entries and supporting documentation.
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4. Detailed EGA Analysis
1. Accounting Estimates
a) Determine whether accounting estimates If the acquisition is considered to give rise to accounting
made by management in this area represent a estimates that represents a risk of material misstatement,
risk of material misstatement. teams should add the EGA '*Substantive procedures -
Accounting estimates'- Business Combinations to the
Gather Evidence view.
Note: If the acquisition is material and considered to be
an area of significant audit risk, engagement teams
should consider whether the use of PwC specialists (e.g.
VMD) is appropriate and if this is the case, ensure that
appropriate reliance on specialists EGA’s are included in
the Aura file.
a) Obtain the final signed purchase agreement. Engagement teams should obtain the final signed copy of
the PSA to ensure that the appropriate parties from the
acquirer and the acquiree have agreed to the terms of the
acquisition.
Teams should verify that the signor(s) of the acquirer
have the appropriate authorization to enter into the
transaction, by considering the client’s policies for major
transactions, prior board approvals, materiality of the
transaction, etc.
b) Assess whether the transaction represents a Refer to Overview and Background Information for the
business combination in accordance with discussion as to whether a purchase constitutes a
IFRS 3, Business Combinations. business combination versus an asset acquisition.
Refer to IFRS 3.3: The transaction does not meet the
definition of a business combination if:
1. A joint venture is formed* (refer to IFRS 11), (*
working interest transactions may be accounted
for as business combinations if they meet the
definition of a business)
2. The acquisition of an asset or group of assets
doesn’t constitute a business (refer to IAS 16),
and
3. The acquisition relates to a combination of
entities that are under common control (refer to
IFRS 3 Appendix B1-B4).
Further guidance on the definition of a business can be
found under IFRS 3 Appendix B5-B12.
Judgment will need to be applied to determine whether a
set of inputs and processes is capable of being conducted
as a business, and as there are no “bright lines”, the facts
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and circumstances of each transaction will need to be
evaluated carefully. Generally, producing oil and gas
assets or development assets with proved and/or
probable reserves assigned are generally considered to
meet the definition of a business and therefore would be
considered within the scope of IFRS 3R. In contrast,
assets without production or assigned reserves (e.g. E&E
assets) would generally not qualify as a business, and are
most appropriately accounted for as an asset acquisition
under IFRS 6 or IAS 16 (see EGA – Test Additions). If
the acquisition transaction include the purchase of both
E&E and producing properties, professional judgment
should be applied to determine whether or not the
transaction is in substance a business combination under
IFRS 3R.
When an investor does not acquire 100% of a business, it
is important to determine what type of relationship the
investor has with the investee. IFRS 10 –Consolidated
Financial Statements provides the relevant guidance for
the assessment of control. If an investor is acquiring an
interest in an arrangement that is jointly controlled, IFRS
11, Joint Arrangements should be used to determine
whether there is joint control (and therefore it is a joint
operation or joint venture).
Common control transactions are complex, and require
careful analysis. Refer to the guidance with the PwC
Manual of Accounting, and consider consultation.
c) Determine if the acquirer has been Under IFRS 3.6-7, one of the entities involved in the
appropriately identified. transaction must be identified as the acquirer. This is the
entity that obtains control of the acquiree.
If it is not clear who has obtained control, teams should
apply the guidance in IFRS 3 Appendix B13-B18 to
determine the acquirer.
In some cases, a reverse acquisition or de-facto reverse
acquisition may occur. A reverse acquisition occurs when
the entity that issues securities (the legal acquirer) is
identified as the acquiree for accounting purposes on the
basis of the guidance in paragraphs B13–B18 (as
referenced above).
Further application guidance on a reverse acquisition can
be found in IFRS 3 Appendix B19-B27.
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B15 In a business combination effected primarily
by exchanging equity interests, the acquirer is
usually the entity that issues its equity interests.
However, in some business combinations,
commonly called 'reverse acquisitions', the
issuing entity is the acquiree. Paragraphs B19–
B27 provide guidance on accounting for reverse
acquisitions. Other pertinent facts and
circumstances shall also be considered in
identifying the acquirer in a business
combination effected by exchanging equity
interests.(see Appendix B15 for additional
factors)
B16 The acquirer is usually the combining entity
whose relative size (measured in, for example,
assets, revenues or profit) is significantly greater
than that of the other combining entity or entities
B17 In a business combination involving more
than two entities, determining the acquirer shall
include a consideration of, among other things,
which of the combining entities initiated the
combination, as well as the relative size of the
combining entities.
B18 A new entity formed to effect a business
combination is not necessarily the acquirer. If a
new entity is formed to issue equity interests to
effect a business combination, one of the
combining entities that existed before the
business combination shall be identified as the
acquirer by applying the guidance in paragraphs
B13–B17. In contrast, a new entity that transfers
cash or other assets or incurs liabilities as
consideration may be the acquirer.
d) Determine whether the acquirer and acquiree Certain entities may have relationships that existed
have a pre-existing relationship or whether before the business combination. For example, the
other arrangements were entered into during acquirer may be acquiring one of its customers with a
the acquisition that are separate to the long-term fixed price supply arrangement in place or may
business combination. Where such be acquiring a company with an existing borrowing or
relationships or arrangements exist, lending arrangement, or with a pending lawsuit. A
determine the impact on the acquisition. business combination may be a deemed settlement of
such relationships.
Other arrangements may be negotiated between the
acquirer and acquiree during the business combination
process (e.g. certain employee compensation
arrangements). If these arrangements are separate from
the business combination, they should be excluded from
the amounts exchanged and accounted for in the business
combination.
Engagement teams should review the PSA to identify
these types of relationships or separate transactions.
IFRS 3 provides examples and application guidance to
account for separate transactions (see examples below).
Refer to Appendix B51-B62 for further guidance.
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(a) a transaction that in effect settles pre-existing
relationships between the acquirer and acquiree;
(for example, a lawsuit)
(b) a transaction that remunerates employees or
former owners of the acquiree for future services;
and (for example, contingent payments to
employees or selling shareholder)
(c) a transaction that reimburses the acquiree or its
former owners for paying the acquirer's
acquisition-related costs.
e) Determine the acquisition date (i.e., the date The PSA should specify the acquisition date, which is the
on which the acquirer obtains control of the date of close and when the assets and associated
acquiree) and verify the transaction has been liabilities are transferred. This is not the same as the
recorded at that date. effective date of the agreement. The engagement teams
should be conscious of the following dates:
- Effective date – Date agreed upon by the parties
when all revenue, expenditures and obligations
from ownership and operation of the assets
incurred and/or accrued from are transferred to
the purchaser. This date is generally the date
closest to when the parties have completed
negotiations on the purchase price, and is to
“make whole” the purchaser to the closing date.
This is not the date where the purchaser will start
recognizing revenues/expenses as control has not
been transferred at this date. Typically, any net
amount received / paid during the period from
the effective date to the closing date will be
settled as a closing adjustment impacting the
final value of the acquisition.
- PSA date – date the acquisition agreement was
entered into; not relevant for financial statement
purposes but will be important to understand
how the statements of adjustments are agreed
upon.
- Closing date – the acquisition date for financial
statement purposes, and date when title of the
assets and risks and rewards of ownership passes
to the acquirer. Revenues/expenses incurred
subsequent to the closing date will be recognized
by the purchaser.
- Interim and Final Accounting date – date where
all accruals should be settled, and a final
settlement in cash delivered to either the
purchaser or seller. Engagement teams should
be conscious of items pre-close and post-close
and whether the acquisition cost is affected, or
other G/L accounts.
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3. Test the cost of the business combination:
a) Obtain detailed analysis of the consideration, Typically, management prepares a schedule, which shows
assess completeness and test mathematical the consideration to be paid. Teams need to review this
accuracy. analysis to ensure that it is mathematically accurate and
complete.
Teams can perform the following procedures to
determine if the consideration is complete:
Examine PSA and related agreements in place,
which normally provide explicitly the form and
amount of consideration to be transferred.
Consider the results of the examination of
minutes. For acquisitions, the Board of Directors
will normally provide approval of the transaction,
and approval of the form and amount of
consideration to be transferred.
Consider the results of the search for unrecorded
liabilities, which may indicate significant
payments made which might relate to the
business acquisition (either as part of
consideration paid or payment for related
transaction costs).
Examine circular/prospectus documents, if
applicable, which should explicitly outline form
and amount of consideration.
Examine legal correspondence which might
discuss the acquisition and provide further
evidence of the terms of the arrangement.
b) Identify the components of consideration. IFRS 3.37-40 provides guidance on the general
measurement of consideration transferred.
Consideration can take on many forms, which teams
should be aware of. Refer to some of the common
examples below:
Cash consideration
Equity or similar consideration (e.g., preferred
stock or convertible bonds)
Deferred consideration
Contingent consideration
IFRS 13 provides additional guidance on determining fair
values.
The definition of consideration in the context of the
business combination is an asset given up, liability
incurred or equity interest transferred in exchange for the
acquiree. For this procedure, teams should ensure that
they have appropriately identified each type of
consideration that will be transferred in the business
combination.
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c) Agree cash consideration to supporting Cash is a common form of consideration. In order to
documentation to verify it has been accounted validate the cash consideration, agree the cash paid to
for appropriately. bank statements, cheques or wire transfer documentation
and ensure payment was appropriately authorized.
d) Test the fair value of non-cash consideration Shares are also a common form of consideration. If
to verify it has been accounted for shares are used as consideration, the shares transferred
appropriately. as consideration should be valued using the share price
on the closing date of the acquisition.
Note: Clients have a tendency to use a five or ten-day
weighted average to value the share consideration;
however, this generally would not be acceptable under
IFRS. Shares issued can be agreed to the share
certificates issued, or confirmed as part of the share
confirmation.
If shares are subject to restrictions by their terms (such
as restriction on resale as a legend on the share
certificate), there may be differences in fair value
compared to the quoted market price. Where shares do
not contain a legend restriction but there is a separate
agreement to restrict the holder transacting (e.g. a
shareholder’s agreement or escrow agreement) this
contract may need to be separately valued. IFRS 13
dictates the measurement of the share consideration and
other contracts. Where dealing with a significant
restriction consultation with ACS is recommended.
e) For deferred consideration based on a fixed Deferred consideration is not common in most oil and
value (cash or variable equity), verify that the gas transactions, although should be considered. Refer to
amounts have been appropriately discounted FV techniques under IFRS 13 and obtain supporting
and classified as a financial liability. For documentation and inputs for management’s FV if there
deferred equity consideration based on a fixed is a significant deferred consideration component
number of shares, verify that the amounts associated with the transaction.
have been accounted for at fair value and
classified as equity.
f) Verify that acquisition related costs are Acquisition-related costs are costs the acquirer incurs to
expensed in the period in which the costs are effect a business combination (refer to IFRS 3.53). Those
incurred and the services are received. costs include:
Finder's fees
Advisory,
Legal,
Accounting,
Valuation and other professional or consulting
fees;
General administrative costs, including the costs
of maintaining an internal acquisitions
department; and
Costs of registering and issuing debt and equity
securities.
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The acquirer shall account for acquisition-related costs as
expenses in the periods in which the costs are incurred
and the services are received, with one exception. The
costs to issue debt or equity securities shall be recognized
in accordance with IAS 32 and IAS 39.
Transactions primarily benefiting the acquirer should be
measured as a separate transaction in the acquirer’s
financial statements from the business combination
(IFRS 3R para 52 – 53). Most entities either classify
these transaction costs as a separate expense, or within
G&A expenses. The main types of transactions
potentially benefitting an acquirer in connection with the
business combination are as follows:
1. employee compensation agreements,
2. reimbursement provided to the acquiree for
paying the acquirer’s acquisition costs, and
3. acquiree’s transaction costs.
There is significant guidance within the Global Business
Combination Guide with respect to transaction costs, and
whether costs incurred as part of the acquisition should
be part of the acquirer’s books (expensed in the period
incurred), or acquiree’s books (expensed in the acquiree’s
financial statements prior to acquisition, although the
acquirer might acquire the obligation through the
acquisition of accounts payable).
The transfer of consideration may be accompanied by
other transactions in a business combination. A
transaction is likely to be recognised and accounted for
separately from a business combination if it is entered
into by or on behalf of the acquirer, and is primarily for
the benefit of the acquirer or the combined entity rather
than that of the acquiree or its former owners.
Identifying those transactions that should be accounted
for separately from the acquisition can require significant
judgment and analysis. Three factors that should be
considered are:
1. The reason for the transaction - For example, if
the transaction is arranged primarily for the benefit
of the acquirer or combined entity rather than the
acquiree, that portion of the transaction price paid is
less likely to be part of the exchange and should be
accounted for separately.
2. Who initiated the transaction - For example, a
transaction or other event that is initiated by the
acquirer may be entered into for the purpose of
providing future economic benefits to the acquirer
or combined entity, with little benefit received by the
acquiree. However, a transaction or arrangement
initiated by the acquiree is less likely to benefit the
acquirer or combined entity and is more likely to be
a part of the business combination transaction.
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3. The timing of the transaction - A transaction
between the acquirer and acquiree that takes place
during negotiations may have been entered into in
contemplation of the business combination to
provide future economic benefits to the acquirer or
combined entity.
Employee Compensation Agreements
Retention agreements may represent compensation
for post-combination services and should be
accounted for in the acquirer’s financial statements.
Existing employment agreements may have ‘change
of control’ clauses such as a golden parachute
arrangement. Most agreements for key executives
provide that upon a change of control, a non-
discretionary payment of a specific dollar of
severance will be provided. As these are built into
employment agreements prior to contemplation of a
specific transaction and are non-discretionary, these
are recognized in the acquiree’s books. However, if
the payments are discretionary (i.e. the acquirer
decides to terminate an employee and will pay them
severance but not contractually required), these are a
separate transaction from the business combination
and recognized in the books of the acquirer as an
expense. Employment agreements may have ‘dual
trigger’ clauses which require payment upon a
change of control and termination of employment
within a specific time period. Although the
agreement is pre-business combination, since a
decision to terminate would be the acquirer’s, the
payment would be an expense of the acquirer in the
period after the business combination.
Replacement share-based payment awards should be
measured at the acquisition date. If the acquirer is
obligated to replace the awards, generally a portion is
attributed to pre-combination services, and a portion
is attributed to post-combination services and is
accounted for within the acquirer’s financial
statements. The entire fair value of the replacement
award is recognized in the post-combination financial
statements if the acquirer chooses (but is not
required) to replace the awards.
Vested share-based awards that are used to replace
unvested awards (or where there is accelerated
vesting) should be analysed to determine if the
vesting is due to a change in control clause previously
established (and therefore is the acquiree’s cost).
Absent an automatic change in control clause, the
acquirer would recognize additional compensation
cost in the post-combination financial statements.
Contingent payment arrangements may represent
consideration transferred for the acquiree or
compensation for post-combination services.
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Reimbursement Agreements
Consideration transferred by the acquirer that includes
amounts to reimburse the acquiree for payments made
on behalf of the acquirer for its acquisition-related costs
should be recognised separately from the business
combination. In contrast, costs incurred by an acquiree to
sell a business are not acquisition-related costs.
Consideration transferred by the acquirer that includes
amounts to reimburse the acquiree for the acquiree’s
costs incurred to sell the business generally would be
accounted for by the acquirer as part of the consideration
transferred (i.e. expensed in the acquiree’s books).
Acquiree’s Transaction Costs
Similar to acquisition costs incurred by the acquirer, the
acquiree will generally have the same costs incurred
(lawyer, consulting and advisory fees). If the services are
performed in connection with the specific business
combination, they are generally considered costs of the
acquirer as they are primarily for the benefit of the
acquirer and on-going entity. However, if the agreements
are entered into prior to the identification of the specific
transaction (e.g. where the acquiree is considering
strategic alternatives) and would be incurred regardless
of whether a specific business combination closes, these
are normally costs of the acquiree.
Auditing Procedures
Procedures that can be performed to verify transaction
costs:
Scan the general ledger of the acquiree for the
period prior to acquisition for unusual expenses
which might need to be considered by the
acquirer.
Obtain supporting agreements or contractual
arrangements and assess whether the terms to
these agreements benefit the acquirer or
acquiree.
For transaction costs recognized by acquiree,
vouch a sample to supporting contracts/invoices;
consider whether expenses should be share-
issuance costs.
For share-issuance costs recognized, confirm
these meet the criteria or whether the costs
should be expensed. Costs of issuing equity are
within the scope of IAS 32, and paragraphs 35
and 37 require that “transaction costs of an
equity transaction shall be accounted for as a
deduction from equity. An entity typically incurs
various costs in issuing or acquiring its own
equity instruments. Those costs might include
registration and other regulatory fees, amounts
paid to legal, accounting and other professional
advisers, printing costs and stamp duties. The
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transaction costs of an equity transaction are
accounted for as a deduction from equity to the
extent that they are incremental costs directly
attributable to the equity transaction that
otherwise would have been avoided. The costs of
an equity transaction that is abandoned are
recognised as an expense.”
If transaction costs are material and relate to
both entities, engagement teams should consider
consulting with ACS to determine whether or not
the accounting is appropriate.
a) Obtain detailed listings of the acquiree's Typically, management will prepare a schedule which
identifiable assets, liabilities and contingent outlines the fair values for all assets acquired and
liabilities at the acquisition date, assess liabilities assumed. Generally, this schedule is presented
completeness and test mathematical accuracy. by FSLI (e.g.: E&E, PPE, ARO, etc.). Teams should
ensure that the schedule from management is
mathematically accurate (by verifying formulas,
recalculating, etc.).
In order to assess the completeness of the schedule and
to understand the fair values assigned to each asset/
liability, the engagement teams will require a breakdown
of management’s schedule by asset/ liability.
To assess the completeness of management’s schedule,
teams should perform some or all of the following
procedures (as applicable):
Inquire with management.
Examine the acquiree's financial records prior to
the acquisition and make sure that the assets and
liabilities have been considered as part of the
acquisition accounting. The financial records
might also provide indication of previous
employment or equity based arrangements which
may need to be settled prior to the acquisition,
and could potentially be a post-combination
transaction cost of the acquisition, or form part
of the consideration transferred.
Consider due diligence reports, which may
provide for obligations which need to be
measured.
Consider the existence of intangible assets such
as brand names, patents or customer
relationships that were not recognized by the
acquiree.
Consider the results of the examination of
minutes if matters are discussed which may need
to be accounted for (i.e. employment or
compensation agreements, obligations or other
contractual arrangements).
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Examine PSA and related agreements in place.
The purchase and sales agreement will typically
outline the assets, liabilities and contracts which
are part of the agreement. Contracts should be
analyzed to determine if they are favorable (i.e.
potential intangible asset) or unfavorable (i.e.
onerous contract) such as building lease
contracts at non market rates.
Considered bank and loan confirmations for
items such as guarantees or other liabilities.
Considered the results of the search for
unrecorded liabilities, and if there are large
payments made which should form part of the
arrangement (either transaction costs,
consideration paid, or payment of liabilities
acquired).
Examine legal correspondence which might
discuss the acquisition and provide further
evidence of the terms of the arrangement.
b) Update our understanding of the entity's Management is required to determine the fair values of
policies and process, methods and each asset and liability that will be acquired during the
assumptions used to determine fair value business combination (IFRS 3.18).
measurements.
Teams should discuss the process, methods and
assumptions used to determine the fair values of the
assets acquired and the liabilities assumed. This
documentation can be combined with the testing over the
asset and liability fair value. For example, in testing the
fair value assigned to E&E, engagement teams can
document the approach, assumptions and techniques
used by management to determine the value of E&E. This
will allow teams to show their understanding, as well as
critique/ assess management’s approach.
As of January 1, 2013, IFRS 13 – Fair Value
Measurement, provides guidance on determining fair
values for assets and liabilities.
Additional application guidance can be found in the PwC
Manual of Accounting: IFRS Manual of accounting -
Chapter 5 - Applying IFRS 13 to business combinations.
It should also be noted that the following specific
recognition and measurement principles exist for certain
assets and liabilities. Refer to the following IFRS
guidance if the following are transferred during a
business combination:
Intangible assets - IAS 38.33-41
Contingent liabilities - IFRS 3.22-23
Income taxes - IFRS 3.24-25
Employee benefits - IFRS 3.26
Indemnification assets - IFRS 3.27-28
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Reacquired rights - IFRS 3.29
Share based payments - IFRS 3.30
Assets held for sale - IFRS 3.31
Lease or insurance contracts - IFRS 3.17
c) Agree book values of acquired assets and Clients may account for the acquisition by taking the
liabilities to supporting documentation. acquiree’s book values, then adding a ‘fair value bump’,
or making the assumption that carrying value
approximates fair value. As part of assessing
completeness of the transaction and fair value the assets
and liabilities, engagement teams should be able to agree
the assets and liabilities acquired back to the original
book values of the acquiree, and understand the
differences (if any) between the book values prior to
acquisition, and new fair values.
d) Obtain and test the determined fair values of Refer to below guidance.
identifiable assets, liabilities and contingent
liabilities acquired, taking into consideration
items for which specific guidance on
recognition and measurement exists, and
verify they have been classified appropriately.
i. Test the fair value of PP&E For all business combinations (including those previously
accounted for as asset acquisitions under Canadian GAAP
Part V) the fair value of PP&E acquired must be
considered, and may not be equal to the cash paid net of
decommissioning obligation as demonstrated above. The
engagement team should appropriately assess fair value
of PP&E, which may require the use of internal PwC VMD
specialists (refer to EGA - Test impairment assessment –
property, plant & equipment).
The engagement team should obtain an understanding of
the assets acquired (leases, facilities, processing
agreements, wells, pipelines, seismic, royalty agreements)
to ensure that the acquisition-date fair values are
appropriately measured. The PSA should clearly outline
what has been acquired by the purchaser.
The appropriate model for determining the fair value of
PP&E should be considered (market or income
approach). Generally, the valuation would be based on
either an income (discounted cash flow) or market based
(comparable transactions) approach. Where the
discounted cash flow approach is determined to be most
appropriate, it should align with the fair value
methodology later used for impairment testing under
FVLCTS. Note that VIU is not a fair value measure, and
only FVLCTS is applicable for measurement of business
combinations. Refer to EGA - Test impairment
assessment – property, plant and equipment for
guidance on how to measure FVLCTS and auditing
specific assumptions used in a discounted cash flow
analysis.
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Note for purposes of determining fair value of PP&E
generally a full tax basis would be assumed from the
buyer’s perspective as the most value could be gained
from selling the property in a taxable transaction.
Although most acquisitions have been paid using cash
consideration, this is not necessarily representative of the
fair value of the PP&E acquired, as there may be other
assets or liabilities included in the total cash
consideration or the consideration could give rise to
goodwill or a bargain purchase option. Therefore the
engagement team should consider, based on materiality
and inherent risk, obtaining the full discounted cash flow
analysis, industry metrics or other information
supporting the value of PP&E.
For business combinations, it is rare when an acquisition
will take place which has a corresponding reserve report,
or where we have previously tested the reserve report to
conclude that we can place reliance on the report. As
such, when a third party reserve report is used for fair
value measurement using a discounted cash flow
analysis, engagement teams will have to perform
procedures to be able to place reliance on the underlying
data.
1. Obtain the most recent external third party
reserve report. Send a confirmation to the IQRE
to verify accuracy and completeness, and for
their awareness of our use of the report. Refer to
procedures under Reserve Report Testing / Use
of Expert for procedures to perform.
2. Reconcile the most recent reserve report to the
reserves acquired, to the client’s year-end reserve
report and investigate significant differences.
Production should be able to be agreed to the
client’s lease operating reports for the specific
properties, and annualized for the period in
question.
3. Review key assumptions in the reserve report
compared to the client’s year-end reserve report
for similar / same properties and investigate
significant discrepancies, including royalty rates,
operating costs, and future development costs.
Prices will clearly be different over each period,
but it is not expected that there would be
significant changes to the other assumptions.
Price decks used in the reserve report should be
as at, or reasonably close to, the acquisition date.
If the reserve report is at a different date then the
acquisition, rollback or roll-forward procedures
will need to be performed based on materiality
and time difference, including an assessment of
prices, reserve changes from production, and
future development costs for spending in the
interim period.
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Other than reserve report inputs, the discount rate will be
a significant judgment used in the measurement of fair
value, and may be an area where PwC VMD specialists
should be consulted. The AAG team can generally put
together the FVLCTS model and evaluate the reserve
report; however involvement of PwC VMD specialists
should be considered and the conclusion and rationale
documented as this is a critical area of judgment. It is
recommended that consultation is done early with the
AAG engagement leader / manager and PwC VMD
specialists to assess the extent and timing of work.
Overall this is a similar analysis performed for assessing
fair value for impairment. Engagement teams should be
conscious of management using similar assumptions
throughout each of their fair value measurements
(consistent discount rates for similar properties and time
periods, business combinations/impairments, and
provide justifications for changes with specific reasons).
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v. full cost, and ensure that management has made the
appropriate adjustments to align the policies and ensure
E&E is appropriately allocated on the purchase.
iii. Test the fair value of working capital Teams should approach the work like a miniature balance
sheet audit. Many of the carrying values for the current
assets/ current liabilities will approximate their
corresponding FVs due to the short term nature of the
financial items. Therefore, many of the procedures that
can be used in a normal balance sheet audit of these
accounts (e.g.: Cash, AR, Inventory, AP and accruals) are
appropriate for testing the working capital items.
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For example, in order to verify the FV of AR at the date of
acquisition, teams can perform subsequent receipt
testing or AR confirmation testing if appropriate. In the
same way, a search for unrecorded liabilities (from the
date of acquisition on) would be an appropriate method
to determine whether the liabilities assumed in the
acquisition were complete and recorded in the correct
period.
Procedures to confirm the existence, completeness and
accuracy of working capital should be performed to a
reasonable level of assurance. The more time that has
passed between the acquisition date and the audit date
makes it easier to perform these procedures.
The following are the minimum recommended (based on
materiality and assessed normal risk):
Balances per the purchase price allocation should
be reconciled back to the acquiree’s trial balance,
with significant reconciling items assessed. For
example, management may have recorded
additional accruals within the acquiree’s
subledger which may need to be paid, but no
expense is recognized within the acquirer’s
general ledger, such as transaction costs
(management compensation/bonus, legal costs
and other costs of the acquisition). These should
be evaluated by the engagement team as to
whether they are actually costs that should be
incurred by the acquirer and recognized as such.
Refer to the discussion on transaction costs
above.
Using audit sampling techniques, the
engagement teach should verify
accuracy/existence of receivables, payables, and
prepaids with reference to supporting third party
documentation, and subsequent payment or
receipt.
A search for unrecorded liabilities and
subsequent receipt testing should be performed
around acquisition date to test completeness.
When performing this testing, it will be necessary
to review whether the sample pertains to pre or
post-acquisition costs/receipts and whether it
has been appropriately accounted for in the PPA
or excluded.
As part of year end testing, the engagement team
should be performing procedures to ensure that
receivables and payables acquired have been
appropriately collected / paid. For those
significant and long-outstanding may indicate
they should not have been part of the original
purchase price allocation.
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Support for accruals to actual should be obtained
to ensure there are no subsequent adjustments
required to those estimates, such as the capital
accrual acquired. Evidence may be able to be
obtained if there is an interim or final statement
of adjustment, depending on how the acquisition
was structured.
If debt is acquired, the engagement team will
need to confirm that it has been recorded at fair
value in the purchase equation, and send a bank
confirmation to confirm the obligation. If the
debt is short-term and has a floating market rate,
likely the carrying value will approximate fair
value. However, if the debt has a fixed market
rate of interest or is long-term, the fair value
might not be equal to the carrying value and
additional work may be required to support the
fair value of the debt acquired (PwC FRM
specialists can assist with this). Debt agreement
should be obtained to also ensure there are no
other terms which might be an embedded
derivative.
iv. Test the fair value of decommissioning The decommissioning obligation should be measured
obligations using the credit-adjusted risk-free rate, as this is most
consistent with fair value as required under IFRS 3R than
would a risk-free rate (used by many companies for
subsequent measurement of ARO under IFRS).
This is prescribed in IFRS 13 para B35(d):
Decommissioning liability assumed in a
business combination. A Level 3 input would be
a current estimate using the entity's own data
about the future cash outflows to be paid to fulfil
the obligation (including market participants'
expectations about the costs of fulfilling the
obligation and the compensation that a market
participant would require for taking on the
obligation to dismantle the asset) if there is no
reasonably available information that indicates
that market participants would use different
assumptions. That Level 3 input would be used
in a present value technique together with other
inputs, e.g. a current risk-free interest rate or a
credit-adjusted risk-free rate if the effect of the
entity's credit standing on the fair value of the
liability is reflected in the discount rate rather
than in the estimate of future cash outflows.
However, valuation using a credit-adjusted risk free rate
may not correspond with the entity’s ARO policy, as there
is a policy choice between credit-adjusted risk free rate
and the risk-free rate. This will create a “day-one”
adjustment under IFRIC 1 to increase the
decommissioning obligation and associated PP&E assets
when moving from the credit-adjusted risk free rate to
the risk-free rate. Generally, it will be acceptable to book
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this day 1 adjustment as an increase to PP&E without
detailed consideration of impairment as there is a range
of acceptable fair values provided in the determination of
the fair value of PP&E. However, engagement teams
should document their consideration of the impact of
such an adjustment.
a) Obtain the calculation and allocation of Goodwill is determined as the excess of:
goodwill or bargain purchase for the business
a) the aggregate of
combination.
i) FV of Consideration transferred
ii) the amount of any non-controlling interest in the
acquiree
iii) the acquisition-date fair value of the acquirer's
previously held equity interest in the acquiree (in the
case of a business combination achieved in stages)
over
b) the FV of the assets acquired and liabilities assumed in
the business combination (i.e.: FV net assets acquired).
To simplify, in a case where there are no controlling
interests and the business combination is not achieved in
stages, the goodwill would be determined as:
(Total consideration – FV of net assets acquired)
= Goodwill
b) Verify that non-controlling interests have been If the investor has not acquired 100% of the investee,
appropriately valued. then non-controlling interest will need to be considered.
This can potentially be a complex area of accounting, and
reference should be made to the PwC Manual of
Accounting and Global Business guide on business
combinations.
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Refer to IFRS 3 Appendix B44-B45 for further guidance
on valuing the non-controlling interests in the acquiree.
c) Test the calculation of goodwill recognized. The formula for determining goodwill has been noted
above in a).
Teams should perform following procedures prior to
testing the goodwill calculation:
Test FV of consideration
Verify the value of non-controlling interest
Verify previous interests in acquiree (in business
combination achieved in stages)
Test the FV of assets acquired and liabilities
assumed
Once these areas have been audited, the goodwill
calculation is merely testing the mathematical accuracy of
management’s calculation.
d) Where a bargain purchase (i.e., fair value of Occasionally, an acquirer will make a bargain purchase,
assets and liabilities acquired exceeds which is a business combination in which the fair value of
consideration) is identified, reassess whether the net assets acquired exceeds the aggregate
the consideration, assets acquired and consideration. Before recognizing a gain on bargain
liabilities assumed, any non-controlling purchase (often referred to as “negative goodwill”), the
interest and any previously held interest have acquirer must first reassess whether all assets acquired
been appropriately identified and measured. have been identified and measured appropriately. If so, a
gain in the financial statements should be recognized,
along with additional disclosure.
Management should be able to provide the specific
reasons for the gain before booking within the P&L.
There is generally a high threshold for booking a bargain
purchase option, and it is required in the standard that
one re-examines fair value assessments in the acquisition
accounting before booking a gain in the P&L. If the
outcome of valuing the property is an acceptable range of
fair values, the value within the acceptable range to
minimize a bargain purchase gain should be chosen.
Note: It is more likely that a bargain purchase is
appropriate in share deals as fluctuations in the share
price between announcement date and the closing date
can change the value of consideration significantly.
Once goodwill has been determined, the engagement
e) Obtain and assess the allocation of goodwill to
team is responsible for determining whether the
CGUs:
allocation of the goodwill is appropriate.
i. Assess whether the CGUs identified are
appropriate. The first step is to identify whether or not the CGUs
identified are appropriate. IAS 36.80 indicates that for
ii. Assess the basis of allocation of goodwill business combinations, goodwill shall be allocated to
across the CGUs. each of the acquirer’s cash generating units or groups of
iii. Verify that goodwill has been units, which are expected to benefit from the business
appropriately allocated. combination. The allocation is performed without
considering if those CGUs or groups of CGUs have also
been allocated assets/ liabilities acquired.
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For example, consider a company that has identified 6
CGUs which have been allocated goodwill in the past.
Also consider that all of the assets and liabilities acquired
in the business combination have been allocated to 3 of
the 6 CGUs. If it is determined that 4 of the CGUs that
would benefit from the business combination, each of the
4 CGUs would be allocated goodwill, regardless of
whether or not the 4th CGU was allocated any of the
assets/ liabilities acquired.
IAS 36.80 further indicates that each unit or group of
units to which the goodwill is so allocated shall:
a) represent the lowest level within the entity at
which the goodwill is monitored for internal
management purposes; and
b) not be larger than an operating segment (as
defined by paragraph 5 of IFRS 8 Operating
Segments) before aggregation
This represents the smallest and largest limits for
determining a CGU for allocating the goodwill from a
business combination.
Once the CGUs or groups of CGUs have been determined,
the second step is to gain an understanding of how
management has actually allocated the goodwill to each
of the units. As noted above, this allocation does not need
to correspond with where the assets/ liabilities have been
allocated. However, management should be able to
provide an explanation and support for how they have
allocated the goodwill. This support would also include
an analysis of why the applicable CGUs or groups of
CGUs would benefit from the acquisition.
Finally, the third step is to verify management’s
calculation for allocation. The goodwill allocation will be
used as the basis to perform the goodwill impairment
analysis at year end and in future periods.
Note, the standard allows for allocation of goodwill up to
the operating segment level unless it is monitored at a
lower level. If the operating segment level is used,
goodwill would not need to be allocated on acquisition to
individual CGUs within the operating segment.
If the acquirer held an equity interest in the acquiree This will be left as a separate EGA and brought into the
immediately before the acquisition date and obtains gather evidence view if it is applicable to the engagement
control of the acquiree at the acquisition date, bring in team’s transaction. See “Bring in the following step if
the EGA: applicable” below
“Test business combinations achieved in stages”
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7. Test contingent liabilities and contingent assets - Business combinations
If the engagement team determines that contingent This will be left as a separate EGA and brought into the
liabilities and contingent assets have been included in gather evidence view if it is applicable to the engagement
the purchase price allocation, bring in the EGA: team’s transaction. See “Bring in the following step if
applicable” below
“Test contingent liabilities and contingent assets -
Business combinations”
a) Obtain an understanding of the retrospective Per IFRS 3.45, the acquirer has a “measurement period”
adjustments made to provisional amounts and of up to one year from the acquisition date, during which
verify the measurement period is no greater it can retrospectively adjust provisional amounts
than one year from the acquisition date. recognized as part of the business combination.
Refer to the following excerpt from IFRS 3.45:
If the initial accounting for a business combination is
incomplete by the end of the reporting period in
which the combination occurs, the acquirer shall
report in its financial statements provisional amounts
for the items for which the accounting is incomplete.
During the measurement period, the acquirer shall
retrospectively adjust the provisional amounts
recognized at the acquisition date to reflect new
information obtained about facts and circumstances
that existed as of the acquisition date and, if known,
would have affected the measurement of the amounts
recognized as of that date.
During the measurement period, the acquirer shall
also recognize additional assets or liabilities if new
information is obtained about facts and
circumstances that existed as of the acquisition date
and, if known, would have resulted in the recognition
of those assets and liabilities as of that date.
The measurement period ends as soon as the acquirer
receives the information it was seeking about facts
and circumstances that existed as of the acquisition
date or learns that more information is not
obtainable. However, the measurement period shall
not exceed one year from the acquisition date.
The client must report in its financial statements that
business acquisition accounting is preliminary and
subject to change, otherwise all adjustments to the
acquisition accounting are recognized prospectively
within the financial statements. If material adjustments
to the purchase equation are proposed, engagement
teams should consider consulting with ACS to conclude
whether such treatment is appropriate (i.e. adjustments
are based on facts and circumstances that existed at the
acquisition date).
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b) Test the accounting for adjustments made to If accounting adjustments have been made to the initial
provisional amounts and verify these relate to amounts recognized, engagement teams are required to
new information obtained about facts and test material changes.
circumstances that existed at the acquisition
New or better information may have been obtained by the
date.
acquirer after the acquisition date, which provides a
better estimate for the balances in the business
combination. This information can be used by
management to improve their estimates.
Teams should obtain support for all material changes.
Consider changes in the following areas:
Adjustments made to recognize new or amend
provisional assets, liabilities or contingent
liabilities acquired
Adjustments made to the consideration paid
Adjustments made to the accounting for an
acquisition in stages
Adjustments made to the calculation and
allocation of goodwill
Presentation of comparative information
The key is to ensure that the new facts and circumstances
relating to the adjustments actually existed at the
acquisition date. This is the point in time that all items
should be appropriately valued.
Facts or circumstances that did not exist at the
acquisition date cannot be used to revise management’s
estimate.
9. Test Disclosures
a) Determine whether the presentation and Teams should also inquire with management about
classification (subcategories, current vs. non- whether or not the disclosures are complete and in
current, restricted vs. non-restricted, gross vs. accordance with IFRS 3.
net, etc.) is in accordance with the applicable
financial reporting framework. The disclosure requirements are found under IFRS 3.59-
63.
b) Review the financial statements and the
requirements of applicable international This section will refer teams to Appendix B64-B67, where
standards/interpretations to determine which detailed guidance for specific disclosures is presented.
disclosures relate to this FSLI. Obtain client
schedules and other information used to Also consider referencing the PwC disclosure checklist
prepare these disclosures and agree to audit (ADC) to ensure that the disclosures are appropriate.
work performed and supporting information.
Key disclosures which are required (not complete):
(a) Name and description of the acquiree
(b) Acquisition date
(c) Percentage of voting equity interests acquired
and a description on how the acquirer obtained
control
(d) Primary reason for business combination
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(e) If goodwill, the qualitative description on why
goodwill was recognized, i.e. expected synergies
or intangible assets which do not qualify for
recognition. If bargain purchase, the amount of
gain recognized and a description of the reasons
why a gain was recognized
(f) Acquisition date fair value of each major class of
assets and liabilities
(g) For transactions recognized outside the business
combination (i.e. acquisition expenses), include a
description of the transaction, the amount and
how it was accounted for
(h) The amounts of revenue and profit or loss of the
acquiree since the acquisition date included in
the consolidated statement of comprehensive
income for the reporting period; and
(i) The revenue and profit or loss of the combined
entity for the current reporting period as though
the acquisition date for all business combinations
that occurred during the year had been as of the
beginning of the annual reporting period.
Note: for disclosures (h) and (i) this is a commonly
omitted disclosure, and is specifically required by the
standard. Although this is pro forma information, it is
required to be audited by engagement teams. AAG
Newsletter 2012-079 addresses auditing pro forma note
disclosure. The note disclosure should also include a
caveat indicating that the information is not necessarily
indicative of future results.
Most oil and gas companies are expected to be able to
determine revenue, and operating profit or loss (i.e. O&G
sales less royalties less operating expenses less
transportation) through the lease operating statements.
Although operating profit or loss is not technically correct
with respect to the standard, it should be readily
available. If this is the case, the calculation should be
disclosed, and that pro forma profit or loss is not
determinable.
Engagement teams should:
1. Obtain an understanding of the acquired entity
for the period included in the pro forma
disclosure
2. Discuss assumptions and adjustments used in
developing pro forma disclosure
3. Assess completeness of the adjustments in pro
forma disclosure
4. Obtain specific representations from
management related to pro forma disclosure.
The level of work required will depend on materiality,
how significant the acquisition is, and timing of the
transaction.
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Bring in the following step if applicable:
a) Obtain an understanding of the stages Business combinations achieved in stages can often be
involved in the acquisition and verify complex. Consider the use of experts to assess the
whether a non-controlling interest was held accounting for the transaction. Where such experts are used,
prior to the acquisition. add EGA '*Evaluate use of an expert' to this FSLI.
Engagement teams should conclude on whether the acquirer
held a controlling interest prior to the acquisition.
Questions often arise as to whether there is a ‘business
combination achieved in stages’ when an oil and gas
company acquires multiple working interests in the same
properties i.e. the company is already operating in the area,
and obtains additional working interests in the same wells.
It has been concluded that where a client accounts for each
working interest transaction as a separate business
combination this will not be a business combination
achieved in stages.
b) Verify the previously held equity interest In a business combination achieved in stages, the acquirer
has been remeasured at its acquisition-date remeasures its previously held equity interest in the acquiree
fair value and the gain or loss (including at its acquisition-date fair value and recognizes the resulting
amounts previously recognized in gain or loss, if any, in profit or loss.
revaluation reserves) has been recognized
In prior reporting periods, the acquirer may have recognized
in profit or loss.
changes in the value of its equity interest in the acquiree in
other comprehensive income (for example, because the
investment was classified as available for sale). If so, the
amount that was recognized in other comprehensive income
shall be recognized on the same basis as would be required if
the acquirer had disposed directly of the previously held
equity interest (in profit or loss).
a) Obtain detailed analysis of contingencies Engagement team should obtain management’s listing of
and commitments of the acquiree, assess any contingent liabilities/ contingent assets identified.
completeness and test mathematical
Consider the completeness of the listing by performing some
accuracy.
or all of the following:
Review the acquiree's most recent financial
statements
Consider due diligence reports
Consider the results of the examination of minutes
Consider agreements in place
Consider bank and loan confirmations for items
such as guarantees or other liabilities
Consider the results of the search for unrecorded
liabilities
Examine legal correspondence
Consider compliance with laws and regulations
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Finally, ensure that the schedule is mathematically accurate
by verifying formulas or recalculating.
There is no recognition threshold for contingent liabilities in
a business combination. For example, a contingent liability
with a chance of occurrence of 10% would be measured in a
business combination even though it would not be measured
under IAS 37’s recognition thresholds. Therefore, all
potential contingent liabilities should be considered in the
client’s analysis.
b) Assess commitments and contingencies Management should individually assess each contingent
liability, contingent asset and provision.
i. Obtain a description of the nature,
current status and the entity's The guidance under IAS 37 applies to these assets/ liabilities
assessment of the potential outcome. acquired. Refer to this standard to determine if they should
be recognized as part of the business combination.
ii. Agree matter to supporting
documentation to determine whether it Teams should consider whether the amounts can be reliably
has been appropriately identified. measured and whether it is like that economic benefits will
be used/ received. Refer to IAS 37 for further considerations.
Contractual commitments should be evaluated by the client
to determine whether a favourable/unfavourable contract
should be recognized. For example, a fixed price drilling
contract might be at favourable rates compared to current
market transactions and result in an intangible recognized.
c) Determine whether accounting estimates If the contingent assets/ liabilities are accounting estimates
made by management in this area that represents a risk of material misstatement, teams
represent a risk of material misstatement. should add EGA '*Substantive procedures - Accounting
estimates'- Business Combinations to the Gather evidence
view.
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5. Links to Templates and Best Practices
Business combinations are a complex area of accounting, and engagement teams are encouraged to use the
following references for further guidance:
1. Template Manager has a Business Combination Toolkit and Practice Aid available (under PwC
Accounting/Auditing Practice Aids). Procedures are applicable even under US GAAP as there is not
significant divergence in the standards.
2. Refer to PwC Publication – A Global Guide to Accounting for Business Combinations and Noncontrolling
Interests: Application of the U.S. GAAP and IFRS Standards (2013) which is available on the Accounting,
Auditing and SEC Development database. Topic View – By Accounting - 5030 – Business Combinations
and Noncontrolling Interests --> PwC Guides --> 05/21/2013 A Global Guide to Accounting for Business
Combinations and Noncontrolling Interests – 2013 Edition
3. PwC Manual of Accounting, Chapter 25 – Business Combinations and Chapter 5 – Fair Value, Section:
Applying IFRS 13 to Business Combinations
6. GADM Consideration
GADM involvement is not likely to be appropriate for this EGA.
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