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SECuring Momentum: SEC


updates on financial reporting
Financial statement presentation
and disclosure and SEC updates
19 March 2015

Agenda

Financial statement presentation key reminders

2
3

SEC updates

Common SEC findings

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 2

Financial statement presentation and


disclosure

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 3

Temperature test
True

False

An entity can offset assets and liabilities or income and


expenses.
The notes shall present information about the basis of
preparation of the financial statements and the specific
accounting policies.
Cross referencing of each item in the statement of financial
position, statement of comprehensive income, statement of
changes in equity and statement of cash flows to any
related information in the notes is not mandatory but
highly recommended.
An entity shall disclose the legal form of the entity, its
country of incorporation and the address of its registered
office.
Financial Statement Presentation and Disclosure
Isla Lipana & Co., PwC member firm

19 March 2015
Slide 4

Temperature test (contd.)

True

False

When an entity changes the presentation or classification


of items in its financial statements, the entity shall
reclassify comparative amounts unless reclassification is
impracticable.
When an entity incurs non-recurring losses, such as loss
from natural disaster, it may present such items as
extraordinary items.
It is acceptable to present analysis of expenses in
statement of income using a mixture of by function and
by nature presentation.

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 5

Temperature test (contd.)

True

False

Deferred income tax assets and liabilities should be


presented in the statement of financial position as current
or non-current based on realizability or recoverability
PAS 1 requires a separate presentation of changes in equity
arising from transactions with owners and non-owners
changes in equity
Fair value changes of available-for-sale financial
instruments may be presented in the profit or loss

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 6

A complete set of financial statements


Statement of financial position as at period end
Statement of profit or loss and other comprehensive income for the
period either (a) single statement or (b) two statements
Statement of changes in equity for the period
Statement of cash flows for the period
Notes, comprising a summary of significant accounting policies and
other explanatory information
All statements of equal prominence

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 7

Outline
General guidelines:

Reconciliation between Company records and financial statements (i.e.,


proper mapping and complete identification of adjustments)
Consistency in classification and presentation
Sufficiency of notes vis--vis completion of disclosure checklist

Statement of
Financial Position

Statement of
Comprehensive
Income

Statement of
Changes in Equity

Notes to Financial
Statements

Third balance
sheet

Other
comprehensive
income

Owner vs.
non-owner
changes in
equity

Key note
disclosures

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 8

Outline

Statement of
Financial Position

Third balance
sheet

Statement of
Comprehensive
Income

Statement of
Changes in Equity

Notes to Financial
Statements

Other
comprehensive
income

Owner vs.
non-owner
changes in
equity

Key note
disclosures

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 9

True or false

?
!

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

PFRS requires an entity to present three


years in the statement of financial
position only when it restates its prior
period financial statements for correction
of an error.

False.
19 March 2015
Slide 10

Third statement of financial position


When required (statement as at the beginning of the earliest
comparative period):
- retrospective application of an accounting policy
- restatement
- reclassification

How about the notes?


Financial Statement Presentation and Disclosure
Isla Lipana & Co., PwC member firm

19 March 2015
Slide 11

Outline

Statement of
Financial Position

Third balance
sheet

Statement of
Comprehensive
Income

Statement of
Changes in Equity

Notes to Financial
Statements

Other
comprehensive
income

Owner vs.
non-owner
changes in
equity

Key note
disclosures

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 12

Other comprehensive income


Definition
Other comprehensive income (OCI) comprise items of income and
expense (including reclassification adjustments) that are not recognized
in profit or loss as required or permitted by other PFRS.
Examples
Changes in revaluation surplus
Actuarial gains and losses on defined benefit retirement plan
Gains and losses arising from translating the financial statements of
a foreign operation
Gains and losses on changes in fair value of AFS
Effective portion of gains and losses on hedging instruments in a
cash flow hedge
Financial Statement Presentation and Disclosure
Isla Lipana & Co., PwC member firm

19 March 2015
Slide 13

Other comprehensive income


Presentation
Group OCI items into those that:
- Will not be reclassified subsequently to profit or loss; and
- Will be reclassified subsequently to profit or loss when specific
conditions are met.

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 14

Outline

Statement of
Financial Position

Third balance
sheet

Statement of
Comprehensive
Income

Statement of
Changes in Equity

Notes to Financial
Statements

Other
comprehensive
income

Owner vs.
non-owner
changes in
equity

Key note
disclosures

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 15

Owner and non-owner changes in equity


Owner changes in equity:
Arise from transactions with owners in their capacity as owners
Examples include issuances or repurchases of equity shares, dividend
distributions, share-based payments
Non-owner changes in equity:
Profit or loss
Other comprehensive income

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 16

Knowledge check
In Other Comprehensive (OCI) or in the Statement of
Changes in Equity (SoCIE)?
OCI

SoCIE

Revaluation of property, plant and equipment


Actuarial gains and losses on a defined
benefit pension
Dividends
Currency translation differences
Effects of transactions with non-controlling
interests
Financial Statement Presentation and Disclosure
Isla Lipana & Co., PwC member firm

19 March 2015
Slide 17

Knowledge check (contd.)


In Other Comprehensive (OCI) or in the Statement of
Changes in Equity (SoCIE)?
OCI

SoCIE

Effects of retrospective application or


restatement
Remeasurements of available-for-sale
financial assets

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 18

Outline

Statement of
Financial Position

Third balance
sheet

Statement of
Comprehensive
Income

Statement of
Changes in Equity

Notes to Financial
Statements

Other
comprehensive
income

Owner vs.
non-owner
changes in
equity

Key note
disclosures

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 19

Key note disclosures


Summary of significant accounting policies
Critical estimates and judgments
Financial risk management
Common regulatory disclosures and schedules

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 20

Summary of significant accounting policies


Accounting policies

Practical tips and guide:

Ensuring that all FS line items are


the specific principles, bases,
conventions, rules and practices
provided with corresponding
applied by an entity in preparing
policies in the notes.
and presenting financial
In case of unusual/non-recurring
statements
transactions (e.g. business
Minimum requirements
combination), reference can be
made to actual standards for
Classification, if applicable
applicable policies.
Recognition
Providing narrative on
Initial and subsequent
reclassification made, if any,
measurement
including impact to previous
presentation.
Impairment, if applicable
Derecognition
Financial Statement Presentation and Disclosure
Isla Lipana & Co., PwC member firm

19 March 2015
Slide 21

Critical estimates and judgments


Critical estimates:
Quantitative projections made by management, based on
experience or information available, about the future, and other major
sources of estimation uncertainty at the end of the reporting period,
that have a significant risk of resulting in a material adjustment to
the carrying amounts of assets and liabilities within the next financial
year.
Critical judgments:
Views taken by management in the process of applying the
accounting policies that have the most significant effect on the
amounts recognized in the financial statements.
Financial Statement Presentation and Disclosure
Isla Lipana & Co., PwC member firm

19 March 2015
Slide 22

Critical estimates and judgments (contd.)


Disclosure requirements

Practical tips and guide:

Nature of assumption or uncertainty Regulators define critical as


those directly impacting
Carrying amount at the end of
significant FS line items (i.e.,
reporting period
5% and 10% threshold).
Others:
Each critical estimate should
- sensitivity of carrying amounts to
have corresponding
the methods, assumptions and
disclosure on sensitivity
estimates including reasons for
quantitative or qualitative.
sensitivity
More common are as follows:
- the expected resolution of an
provisions, allowances,
uncertainty and the range of
functional currency and
reasonably possible outcomes within valuation.
the next financial year
- changes made to past assumptions
Financial Statement Presentation and Disclosure
Isla Lipana & Co., PwC member firm

19 March 2015
Slide 23

Financial risk disclosures


Areas

Assessing relevance

Practical application/reminders

Foreign
currency

Evaluating level of forex to


reported income/ loss, and
foreign currency monetary
assets and liabilities

Use of reasonable rates that would be relevant


for sensitivity purposes such as forecast
(internal or from financial institutions) and
actual settlement/ collection exchange rate.

Credit

Liquidity

Generally considered
applicable and material to
all entities.

Encompassing all financial assets with key


disclosures on level of credit risk; maximum
exposure; and concentration of risk, if any
Important elements will include maturity
analysis matched against asset realization and
identification of available credit.

Fair
Presumed to be more
Exposure to changes in market rates that will
value and relevant should a Company directly impact the FS through borrowing costs
interest
have non-current/ long(e.g. interest) and valuation (e.g. discounting).
term financial instruments.

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 24

Regulatory disclosures and schedules


BIR RR 15-2010

Practical tips and guide:

Schedule of all taxes during the year Confirm reconciliation


between tax filing and
Period covered and amount/s of
disclosures.
deficiency tax assessments, whether
protested or not and open tax years
Tax cases, and amount involved
under preliminary investigation,
litigation and/or prosecution in
courts or bodies outside the BIR
SEC
List of applicable standards
Retained earnings available for
dividend declaration
Financial Statement Presentation and Disclosure
Isla Lipana & Co., PwC member firm

List of applicable standards


should reconcile with
disclosed accounting
policies.
Strict adherence to template
provided by the SEC on
schedules.
Schedules and disclosures
are covered by separate
audit reports.
19 March 2015
Slide 25

Summary of key learning points


Third statement of financial position
Other comprehensive income
Owner vs. non-owner changes in equity
Key note disclosures
Summary of accounting policies
Critical estimates and judgments
Regulatory disclosures and schedules

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 26

SEC updates

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 27

SEC Notices
SEC issues a reminder (April 8, 2014)
Submission of General and Special Form for Financial
Statements in Electronic Format (GFFS and SFFS)
in electronic format should be in Compact Disc and
properly labelled with the complete name of the corporation
should be submitted within 30 days from the last day of
submission of the Annual Audited FS
should be submitted with a Certification under oath signed by
the Treasurer, CFO or a person occupying an equivalent rank
Figures should be aligned with annual audited FS

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 28

SEC Notices
SEC issues a reminder (April 14, 2014)
Strict compliance with financial reporting obligations
The FS is the responsibility of the BOD and management

The
tty. Herbosa,
Chairperson
of shall
the Commission:
corporation
neither allow nor require its
independent auditor to prepare its FS and/or supporting
documents.

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 29

SEC Issuances
Memorandum Circular No. 10 Series of 2013
Updated General Information Sheet
The number of copies to be submitted from 5 to 4 copies
Requirement of TIN for foreign nationals who are
directors/trustees, officers, stockholders/members and resident
agents of both domestic and foreign corporations instead of
passport
Inclusions of gender/sex in the page for directors, trustees
and officers
Inclusion of page 1-A pursuant to Anti-Money Laundering Act, as
amended
Shall be used beginning June 3, 2013

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 30

Other SEC developments


Proposed amendments to SRC Rule 68
To provide clarity and easy reference to the basis of testing
materiality of findings on financial statements reviewed by SEC;
1. Disclosure deficiencies and inconsistencies
Listed/Public companies: 5% or more
Non-listed/Non-public companies: 10% or more
2. Misstatement/errors
Listed/Public companies: 2% or more
Non-listed/Non-public companies: 5% or more
Update from August 2014 meeting:
Materiality in review of financial statements for Public/listed entities
3% of revenue or net income for P&L
5% for balance sheet items
Financial Statement Presentation and Disclosure
Isla Lipana & Co., PwC member firm

19 March 2015
Slide 31

Common SEC findings

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 32

Common SEC findings


AFS components Findings
Statement of
The SMR is not signed by the prescribed
Managements
signatories under SRC Rule 68.
Responsibility (SMR)
The signatories of the SMR are not consistent
with the officers indicated in the General
Information Sheet filed with the SEC.
The SMR is not in accordance with the
prescribed wordings under SRC Rule 68.
The SMR failed to cover the comparative
financial statements.
Auditors report

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

No Emphasis of Matter paragraph discussing


concrete plan to address capital deficiency.
19 March 2015
Slide 33

Statement of Managements Responsibility,


revisited
The management of (name of reporting company) is responsible for the
preparation and fair presentation of the financial statements for the
year (s) ended (date), in accordance with the prescribed financial
reporting framework indicated, including the additional components
attached therein. This responsibility includes designing and
implementing internal controls relevant to the preparation and fair
presentation of financial statements that are free from material
misstatement, whether due to fraud or error, selecting and applying
appropriate accounting policies, and making accounting estimates that
are reasonable in the circumstances.
The Board of Directors or Trustees reviews and approves the financial
statements and submit the same to the stockholders or members.
Financial Statement Presentation and Disclosure
Isla Lipana & Co., PwC member firm

19 March 2015
Slide 34

Statement of Managements Responsibility,


revisited
(Name of auditing firm), the independent auditors, appointed by the stockholders has
examined the financial statements of the company in accordance with Philippine
Standards on Auditing, and in its report to the stockholders or members, has expressed its
opinion on the fairness of presentation upon completion of such examination.
Signature______________________
Printed Name of the Chairman of the Board ___________________
Signature ______________________
Printed Name of Chief Executive Officer ______________________
Signature ______________________
Printed Name of Chief Financial Officer ______________________
Signed this ____ day of _________ (Same date as the approval and
authorization for issue of the financial statements)
Financial Statement Presentation and Disclosure
Isla Lipana & Co., PwC member firm

19 March 2015
Slide 35

Common SEC findings (contd.)


Notes to FS

Findings

Basis of Preparation

The financial reporting framework indicated


as the basis of preparation is incorrect
taking into consideration the
asset/liabilities size of the Company (i.e.,
full PFRS vs. PFRS for SMEs).

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 36

Financial reporting framework of entities


Large / publicly
accountable
entities

SMEs

P350M

Micro entities

P3M

Total assets
P250M

P3M

Total liabilities
Financial Statement Presentation and Disclosure
Isla Lipana & Co., PwC member firm

19 March 2015
Slide 37

Financial reporting framework of entities


Large / publicly
accountable
entities

SMEs

Micro entities

Full PFRS

PFRS for SMEs

Other acceptable
basis of
accounting

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 38

Common SEC findings (contd.)


Notes to FS

Findings

Inventories

The amount of any reversal of any write-down


that is recognized as a reduction in the amount of
inventories recognized as expenses.
The carrying amount of inventories pledged as
security for liabilities.

Fixed assets

The existence and amounts of restriction on title


and property, plant and equipment pledged as
securities for liabilities.
The carrying amount of temporarily idle assets.

Employee benefits

The required disclosures on retirement benefits are


not provided.

Liabilities

Incomplete disclosures on Loans Payable, i.e.,


interest rate applied, maturity, assets used as
collateral and carrying amount, guarantees, and
details of any breach or default.

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 39

Common SEC findings (contd.)


Notes to FS

Findings

Related party
transactions

There are no or incomplete disclosures on key


management compensation:
1. short-term employee benefits
2. post-employment benefits
3. other long-term benefits
4. termination benefits
5. Advances and loans, if any
. Insufficient disclosures on certain provisions
(e.g. volume of transactions, mode of settlement,
assets used as collateral and carrying amount).

Retained earnings

Disclosure on how to address reported excess


retained earnings (e.g. management plans, etc.).

Financial Statement Presentation and Disclosure


Isla Lipana & Co., PwC member firm

19 March 2015
Slide 40

Thank you.

This publication has been prepared for general guidance on matters of interest only, and does
not constitute professional advice. You should not act upon the information contained in this
publication without obtaining specific professional advice. No representation or warranty
(express or implied) is given as to the accuracy or completeness of the information contained
in this publication, and, to the extent permitted by law, Isla Lipana & Co., its members,
employees and agents do not accept or assume any liability, responsibility or duty of care for
any consequences of you or anyone else acting, or refraining to act, in reliance on the
information contained in this publication or for any decision based on it.
2015 Isla Lipana & Co. All rights reserved. Isla Lipana & Co. is the Philippine member firm
of the PwC (PricewaterhouseCoopers) global network. In this document, PwC refers to Isla
Lipana & Co., which is a member firm of PricewaterhouseCoopers International Limited, each
member firm of which is a separate legal entity.

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