D. FINANCIAL STATEMENTS OF GROUPS OF ENTITIES - GROUP ACCOUNTING Flashcards
Business combination:
Business combination: a transaction or other event in which an acquirer obtains control of one or more businesses. A group is a result of a business combination.
Business
Business: an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in a form of dividends, lower costs or other economic benefits directly to investors or other owners, members or participants.
Is transaction a business combination
IFRS 3 provides guidance on determining whether a transaction meets the definition of a business combination, and so accounted for in accordance with its requirements. This guidance includes:
Business combinations can occur in various ways, such as by transferring cash, incurring liabilities, issuing equity instruments (or any combination thereof), or by not issuing consideration at all (i.e. by contract alone)
Business combinations can be structured in various ways to satisfy legal, taxation or other objectives, including one entity becoming a subsidiary of another, the transfer of net assets from one entity to another or to a new entity
The business combination must involve the acquisition of a business, which generally has three elements:
o Inputs – an economic resource (e.g. non-current assets, intellectual property) that creates outputs when one or more processes are applied to it
o Process – a system, standard, protocol, convention or rule that when applied to an input or inputs, creates outputs (e.g. strategic management, operational processes, resource management)
o Output – the result of inputs and processes applied to those inputs (not necessary).
Business combination vs asset acquisition.
Business combination vs asset acquisition. Firstly, a screening test: is substantially all of the fair value of the assets acquired concentrated in a single identifiable asset (or group of similar identifiable assets)? If yes, then the acquisition is not a business and no further testing is required. If no, then consideration is given as to whether the acquisition contains a substantive process that has the ability to convert inputs to outputs. If it does, it is a business.
Acquisition method
All business combinations are accounted for using the acquisition method in IFRS 3. Steps in applying the acquisition method are:
Identification of the ‘acquirer’
Determination of the ‘acquisition date’. This is generally the date the consideration is legally transferred, but it may be another date if control is obtained on that date.
Recognition and measurement of the identifiable assets acquired, the liabilities assumed and any non-controlling interest (NCI, formerly called minority interest) in the acquiree
Recognition and measurement of goodwill or a gain from a bargain purchase
Identifying an acquirer.
Identifying an acquirer. This is generally the party that obtains ‘control’ of the acquiree. IFRS 3 provides additional guidance:
The acquirer is usually the entity that transfers cash or other assets
The acquirer is usually, but not always, the entity issuing equity interests where the transaction is effected in this manner
Also consider:
o Relative voting rights in the combined entity after the business combination
o The existence of any large minority interest if no other owner or group of owners has a significant voting interest
o The composition of the governing body and senior management of the combined entity
o The terms on which equity interests are exchanged
The acquirer is usually the entity with the largest relative size (assets, revenues or profit)
For business combinations involving multiple entities, consideration is given to the entity initiating the combination, and the relative sizes of the combining entities.
Goodwill
When a company buys another - it is not often that it does so at the fair value of the net assets only. This is because most businesses are more than just the sum total of their ‘net assets’ on the SFP. Customer base, reputation, workforce etc. are all part of the value of the company that is not reflected in the accounts. This is called “goodwill”. Goodwill only occurs on a business combination. Individual companies cannot show their individual goodwill on their SFPs. This is because they cannot get a reliable measure. On a business combination the acquirer (Parent) purchases the subsidiary - normally at an amount higher than the FV of the net assets on the SFP, they buy it at a figure that effectively includes goodwill. Therefore, the goodwill can now be measured and so does show in the group accounts.
recognition and measurement criteria for identifiable acquired assets and
The general rule under IFRS 3 is that, on acquisition, the subsidiary’s assets and liabilities must be recognized and measured at their acquisition date fair value except in limited, stated cases. To be recognized in applying the acquisition method the assets and liabilities must:
Meet the definition of assets and liabilities in the revised Conceptual Framework; and
Be part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination rather than the result of separate transactions.
This includes intangible assets that may not have been recognized in the subsidiary’s separate financial statements, such as brands, licenses, trade names, domain names, customer relationships and so on.
Exceptions to the recognition and/or measurement principles in IFRS 3 are as follows:
Exceptions to the recognition and/or measurement principles in IFRS 3 are as follows:
Contingent liabilities. Can be recognized providing it is a present obligation and its fair value can be measured reliably.
Deferred tax assets/liabilities. Measurement based on IAS 12 values (not IFRS 13)
Employee benefit assets/liabilities. Measurement based on IAS 19 values (not IFRS 13)
Indemnification assets (amounts recoverable relating to contingent liability). Valuation is the same as the valuation of contingent liability indemnified less an allowance for any uncollectable amounts.
Reacquired rights (eg license granted to subsidiary before it became a subsidiary). Fair value is based on the remaining term, ignoring the likelihood of renewal.
Share-based payment. Measurement based on IFRS 2 values (not IFRS 13)
Assets held for sale. Measurement at fair value less costs to sell per IFRS 5.
Fair value -goodwill.
Fair value -goodwill. Normally goodwill, is a positive balance which is recorded as an intangible non-current asset. Occasionally it is negative and arises as a result of a ‘bargain purchase. In this instance, IFRS 3 requires reassessment of the calculations to ensure that they are accurate and then any remaining negative goodwill should be recognized as a gain in profit or loss and therefore also recorded in group retained earnings.
If the initial accounting for business combination is incomplete by the end of the reporting period in which the combination occurs, provisional figures for the consideration transferred, assets acquired, and liabilities assumed are used. Adjustments to the provisional figures may be made up to the point the acquirer receives all the necessary information, with a corresponding adjustment to goodwill, but the measurement period cannot exceed one year from the acquisition date. Thereafter, goodwill is only adjusted for the correction of errors.
Fair value – consideration transferred.
Fair value – consideration transferred. The consideration transferred is measured at fair value, calculated as the acquisition date fair values of assets transferred, liabilities incurred and equity interests issued by the acquirer.
Specifically:
Deferred consideration. Discounted to present value to measure its fair value.
Contingent consideration (to be settled in cash or shares). Measured at fair value at the acquisition date. Subsequent measurement:
o if the change is due to additional information obtained that affects the position at the acquisition date, goodwill should be remeasured
o If the change is due to any other change:
Consideration is equity instruments – not remeasured
Consideration is cash – remeasure to fair value with gains or losses through profit or loss
Consideration is a financial instrument – account for under IFRS 9
Costs involved in transaction are charged to profit or loss (unless debt or equity instruments).
The non-controlling interest
The non-controlling interest forms part of the calculation of goodwill. IFRS 3 allows non-controlling interests in subsidiary to be measured as the acquisition date in one of two ways:
At proportionate share of fair value of net assets (‘partial goodwill method’). This is a percentage of net assets (capital+retained).
At fair value (‘full goodwill method’). Based on share value.
The closest approximation to fair value will be the market price of the shares held by the non-controlling shareholders just before the acquisition by the parent.
At the year end, the non-controlling interest will have increased by its share of the subsidiary’s post acquisition retained earnings.
Use of full method increases the goodwill and NCI by the same amount
business combination achieved in stages
A parent company may build up its shareholding with several successive purchases rather than purchasing the shares all on the same day. Where a controlling interest in a subsidiary is built up over a period of time, IFRS 3 Business Combinations refers to this as ‘business combination achieved in stages’ (also known as step or piecemeal acquisition).
For any change in group structure (step acquisition or disposal):
For any change in group structure (step acquisition or disposal):
The entity’s status (investment, subsidiary, associate) during the year will determine the accounting treatment in the consolidated statement of profit or loss and other comprehensive income (SPLOCI) (prorated)
The entity’s status at the year end will determine the accounting treatment in the consolidated statement of financial position (SOFP) (never prorate).
There are 3 possible scenarios where significant influence or control is achieved in stages:
There are 3 possible scenarios where significant influence or control is achieved in stages:
Investment to associate (eg 10% to 30%)
Investment to subsidiary (eg 10% to 80%)
Associate to subsidiary (eg 30% to 80%)
Investment to associate step acquisitons. .
Investment to associate. Where an investment in equity instruments becomes an associate, the investment (measured either at cost or at fair value) is treated as part of the cost of the associate.
SPLOCI: Equity account as an associate from the date of significant influence
SOFP: Equity account as an associate.
There are two possible treatments in group accounts:
Follow IFRS 3 principles for step acquisitions. Remeasure the existing investment to fair value on the date significant influence is achieved with any corresponding gain or loss recognized in profit or loss or other comprehensive income (depending on whether the investment was previously measured per IFRS 9 at fair value through profit or loss, or at fair value through OCI).
Follow IAS 28 principles for equity accounting. Record both the original investment and the new investment at cost on the basis that IAS 28 states, ‘under the equity method, on initial recognition the investment in an associate or a joint venture is recognized at cost’.
Investment to subsidiary step acquisitons. .
Investment to subsidiary.
SPLOCI
o Remeasure the investment to fair value at the date the parent achieves control
o Consolidate as a subsidiary from the date the parent achieves control
SOFP
o Calculate goodwill at the date the parent achieves control
o Consolidate as a subsidiary at the year end
Associate to subsidiary step acquisitons. .
Associate to subsidiary.
SPLOCI
o Equity account as an associate to the date the parent achieves control
o Remeasure the associate to fair value at the date the parent obtains control
o Consolidate as a subsidiary from the date the parent obtains control
SOFP
o Calculate goodwill at the date the parent obtains control
o Consolidate as a subsidiary at the year end
Accounting concept - step acquisitions.
Accounting concept. Investment to subsidiary and associate to subsidiary are accounted for in the same way. The concept of substance over form drives the accounting treatment. The legal form is that some shares have been purchased. However the substance, which should be reflected in group accounts, is that because the control boundary has been crossed:
An investment or associate has been ‘sold’ – the investment previously held is remeasured to fair value at the date of control (and a gain or loss reported); and
A subsidiary has been ‘purchased’ – goodwill is calculated including the fair value of the investment previously held
A step acquisition where control is retained:
A step acquisition where control is retained: This occurs when there is an increase in the parent’s shareholding in an existing subsidiary through the purchase of additional shares. It is sometimes known as ‘an increase in a controlling interest’.
As for step acquisitions where control is achieved, the accounting treatment is driven by the concept of substance over form. In substance, there has been no acquisition because the entity is still a subsidiary. Instead this is a transaction between group shareholders. Therefore, it is recorded in equity as follows:
Decrease non-controlling interests (NCI) in the consolidated SOFP
Recognise the difference between the consideration paid and the decrease in NCI as an adjustment to equity (post to the parent’s column in the consolidated retained earnings working).
A step acquisition where control is retained: Accounting treatment in group financial statements
Accounting treatment in group financial statements.
SOPLOCI
o Consolidate as a subsidiary in full for the whole period – no time apportioning
o Time apportion non-controlling interests based on percentage before and after the additional acquisition
SOFP
o Consolidate as a subsidiary at the year end
o Calculate non-controlling interests
o Calculate the adjustment to equity
Subsidiary:
Subsidiary: an entity that is controlled by another entity.
Control:
Control: The power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
Power:
Power: Existing rights that give the current ability to direct the relevant activities of the investee.
An investor controls an investee if, and only if, the investor has all of the following:
An investor controls an investee if, and only if, the investor has all of the following:
Power over the investee to direct the relevant activities +
o Examples of power: voting rights; rights to appoint, reassign and remove key management personnel (another entity; management contract
o Examples of relevant activities: sell and purchase of goods/services; manage financial assets; select, acquire, dispose of assets; research and develop new products/processes; determine funding structure/obtain funding
Exposure or rights to variable returns from its involvement with the investee +
o Examples of variable return: dividends; interest from debts; changes in value of investments, fees/exposure to loss from providing credit/liquidity support; residual interest in assets and liabilities on liquidation, tax benefits etc
The ability to use its power over investee to affect the amount of the investor’s returns.
o An investor can have the current ability to direct the activities of an investee even if it does not actively direct the activities of the investee.
o Only principal may control an investee when exercising its decision-making powers
procedures to be used in preparing consolidated financial statements.
Consolidated financial statements:
Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries
Offset (eliminate) the carrying amount of the parent’s investment and portion of equity of each subsidiary
Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows.
Consolidated statement of financial position.
Consolidated statement of financial position.
Assets and liabilities. Always 100% of parent plus 100% of the subsidiary, providing P controls S.
Goodwill. Consideration transferred plus non-controlling interest less fair value of net assets at acquisition (shows the value of the reputation).
Share capital. Parent only (as consolidated statements are simply reporting to the parent’s shareholders in another form)
Reserves. 100% of parent plus group share of post-acquisition retained earnings of subsidiary, plus consolidations adjustments (to show the extent to which the group actually owns the assets and liabilities).
Non-controlling interests. NCI at acquisition plus NCI share of post-acquisition changes in equity (show extent to which other parties own assets under the control of the parent)