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Notes for Introduction of Group Accounts
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CHAPTER 5
BUSINESS COMBINATION AND GROUP FINANCIAL STATEMENTS (MFRS 3 & MFRS 10)
1
LEARNING OUTCOMES
Explain regulatory requirement for consolidation and exemption from liquidation
Explain basic structure of parent-subsidiary relationship
To record consolidation at acquisition date.
2
INTRODUCTION
Business combination as a transaction or other event in which an acquirer obtains control of one or more businesses. (MFRS 3: B5)
An acquirer might obtain control of an acquiree in a variety of ways, for example: (a) by transferring cash, cash equivalents or other assets
(including net assets that constitute a business); (b) by incurring liabilities; (c) by issuing equity interests; (d) by providing more than one type of consideration; or (e) without transferring consideration, including by
contract alone (see paragraph 43).
3
INTRODUCTION
Group a parent and its subsidiaries.
Consolidated financial statements the financial statements of a group in which
the assets, liabilities, equity, income, expenses and cash flows of the parent and its subsidiaries are presented as those of a single economic entity.
4
REGULATORY FRAMEWORK
Companies Act 1965:
Ninth Schedule Requirements
Ninth Schedule Exemptions
MFRS 3 - Business Combinations
MFRS 10 – Consolidated Financial Statements
MFRS 127 – Separate Financial Statements
5
Strd Title Effective Date
Issuance Date
MFRS 3 Business Combination
1 Jan 2012 19 Nov 2011
MFRS 127 Consolidated and Separate Financial Statements *
1 Jan 2012 19 Nov 2011
MFRS 10 Consolidated Financial Statement
1 Jan 2013 19 Nov 2011
MFRS 127 Separate Financial Statements (IAS 27 as amended by IASB in May 2011)
1 Jan 2013 19 Nov 2011
MFRS
* Will be superseded by MFRS 127 Separate Financial Statements (IAS 27 as amended by IASB in May 2011) and MFRS 10
Consolidated Financial Statements with effect from 1 Jan 20136
REGULATORY FRAMEWORK… (cont.)
Requirement to consolidation:
Company Act, 1965
Require every holding company to annex a consolidated profit and loss accounts to its profit and loss account, and a consolidated balance sheet to its balance sheet.
Parent-subsidiary relationship: Section 5 (1), Section 5 (2), Section 5 (3)
7
REGULATORY FRAMEWORK (cont..)
Requirement to consolidation:
Company Act, 1965 Prohibition on reciprocal shareholdings:
Section 17
Requirement and exemptions: Section 169 (requirements of financial
statements), Section 169(15) (present FS in AGM), Section 168 (financial year of subsidiary
companies must coincide with the financial year of holding company)
8
REGULATORY FRAMEWORK (CONT..)
Requirement to consolidation:
MFRS 10 A parent shall present consolidated
financial statements (para 4) Parent is defined as an entity that has one
or more entities.(Appendix A) Subsidiary is defined as an entity that is
controlled by another entity(Appendix A)
9
REGULATORY FRAMEWORK (CONT..)
Requirement to consolidation:
MFRS 10 An investor controls an investee when it is
exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee(para 6)
Power - existing rights that give the current ability to direct the relevant activities (Appendix A).
10
REGULATORY FRAMEWORK (CONT..)
Control (MFRS10 para 7):
An investor controls an investee if and only if the investor has all the following:
a) power over the investee (see para 10–14);
b) exposure, or rights, to variable returns from its involvement with the investee (see para 15 and 16);and
c) the ability to use its power over the investee to affect the amount of the investor’s returns (see para 17 and 18).
11
REGULATORY FRAMEWORK (CONT..)
Exemption from consolidation: MFRS 10 Para 4 (a) provides that a parent need
not present consolidated financial statement if:
i. it is a wholly-owned subsidiary or is a partially-owned subsidiary of another entity and all its other owners,including those not otherwise entitled to vote, have been informed about, and do not object to, the parent not presenting consolidated financial statements;
ii. its debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local and regional markets);
12
REGULATORY FRAMEWORK (CONT..)
Exemption from consolidation (cont…):
iii. it did not file, nor is it in the process of filing, its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market; and
iv. its ultimate or any intermediate parent produces consolidated financial statements that are available for public use and comply with International Financial Reporting Standards.
13
BASIC PARENT-SUBSIDIARY STRUCTURE
Parent-Subsidiary Relationship (Group Structure exist): A business combination may result in a parent-
subsidiary relationship in which the acquirer is the parent and the acquiree a subsidiary of the acquirer (MFRS 3, Para 6).
14
BASIC PARENT-SUBSIDIARY STRUCTURE (CONT..)
Stage/ Piecemeal Acquisition:
business combinations in which one entity obtains control of another entity but for which the date of obtaining control (ie the acquisition date) does not coincide with the date or dates of acquiring an ownership interest (ie the date or dates of exchange).
15
Usefulness & Limitations of CFS
Usefullness: Management of parent Shareholder/investors of parent Long-term creditor of parent
Limitation: Non-controlling interest s/h & creditor of subsidiary LHDN CFS may not reveal some info Maybe not meaningful if dissimilar activities May mislead to unsophisticated readers.
16
CONSOLIDATION AT ACQUISITION DATE
MFRS 3 (para1) specifies that all business combinations should be accounted for by applying the acquisition method.
Views a business combination from the perspective of the acquirer.
The acquirer purchases net assets and recognizes the assets acquired and liabilities and contingent liabilities assumed, including those not previously recognized by the acquiree.
The acquirer records the assets and liabilities at fair values.
17
CONSOLIDATION AT ACQUISITION DATE (CONT..)
Applying the acquisition method involves the following steps:
(a) identifying the acquirer; (b) determining the acquisition date; (c) recognising and measuring the identifiable assets
acquired, the liabilities assumed and any non-controlling interest in the acquiree; and
(d) recognising and measuring goodwill or a gain from a bargain purchase.
18
CONSOLIDATION AT ACQUISITION DATE (CONT..)
Identifying an acquirer The acquirer is the combining entity that obtains
control of the other combining entities or businesses.
determining the acquisition date
the date on which it obtains control of the acquiree. generally the date on which the acquirer legally
transfers the consideration, acquires the assets and assumes the liabilities of the acquiree—the closing date.
19
CONSOLIDATION AT ACQUISITION DATE (CONT..)
the cost of the business combination: the fair values, at the date of exchange, of assets given,
liabilities incurred or assumed, and equity instruments issued by the acquirer, in exchange for control of the acquiree;
Acquisition-related costs are treated as acquisition expenses (MFRS 3:para 53) 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.
20
CONSOLIDATION AT ACQUISITION DATE (CONT..)
allocate the cost of the business combination to the assets acquired and liabilities and contingent liabilities assumed (include assets and liabilities that the acquiree had not previously recognised as assets and liabilities in its financial statements (eg: brand name)
The difference recognised as goodwill
21
CONSOLIDATION AT ACQUISITION DATE (CONT..)
Example 1 – Cost of Investment:
ABC acquired a 100% interest in the equity capital of WXY SB on 1 January 2013. The purchased consideration was satisfied as follows: An immediate cash payment of RM1,000,000 An amount of RM2,000,000 to be paid on 1 January
2013 An issue of RM1,000,000 ABC’s ordinary shares of
RM1.00 each. These shares have been valued at RM4.00 each by Merchant Bank Bhd., the advisor to the acquisition and agreed upon by the regularity authorities.
22
CONSOLIDATION AT ACQUISITION DATE (CONT..)
Example (cont..)
Cost incurred that were directly attributable to the acquisition totaled RM500,000 and these have not been paid.
The cost of registration for issuing shares is RM100,000 paid by cash.
ABC’s incremental borrowing cost was 8% per annum.
Required: Calculate the cost of investment and record the related journal entry.
23
CONSOLIDATION AT ACQUISITION DATE (CONT..)
Solution:
Calculation of COI: Immediate cash consideration 1,000,000PV of deferred consideration (2,000,000 /[1.08]²) 1,715,000Fair value of shares issued (1,000,000 x 4) 4,000,000
Cost of Investment 6,715,000
Journal Entry (ABC Bhd): DR Investment in Subsidiary - WXY 6,715,000
CR Cash 1,000,000CR Deferred liability 1,715,000CR Share capital, at par 1,000,000CR Share Premium 3,000,000
(to record investment in subsidiary company at cost)
24
25
CONSOLIDATION AT ACQUISITION DATE (CONT..)
At the date of acquisition, the net asset values of the subsidiary must be stated at their fair values to the parent.
Consolidated adjustments are necessary to revise book values to the fair values. Thus, the revalued amounts of the net assets represent cost to the parent.
Pre-acquisition Adjustments parent's investment in the subsidiary (as stated by purchase
consideration) is cancelled and substituted by the underlying fair value of the net assets of the subsidiary
so that net assets of both companies are added across and presented in aggregates to avoid double-counting in the group accounts.
26
CONSOLIDATION AT ACQUISITION DATE (CONT..)
Consolidation Adjustment: the investment in subsidiary account (the purchase
consideration) is cancelled against the share capital and pre-acquisition reserves of the subsidiary leaving the balanced as goodwill on acquisition.
Dr. Share Capital xx
Dr. Pre-acquisition reserves xx
Dr. Goodwill xx
Cr. Investment in Subsidiary xx
CONSOLIDATION AT ACQUISITION DATE (CONT..)
Preparing group accounts of a parent immediately after it has acquired a subsidiary (as at the date of acquisition)
Consolidation Procedure:1. the investment in subsidiary account (COI)
is cancelled against the share capital and pre-acquisition reserves of the subsidiary.
2. The financial statement of parent & subsidiaries are combined on a line-by-line basis by adding together asset, liabilities, equity, revenue & expenses.
27
CONSOLIDATION AT ACQUISITION DATE (CONT..)
Consolidation issues:
Goodwill on consolidation
Revaluation of subsidiary’s assets
Non-Controlling interest
Reserves
28
GOODWILL
The differences between COI, non-controlling interest (NCI) and the net fair value of the identifiable assets, liabilities and contingent liabilities(NIA) recognised in accordance with Para 36.
Goodwill = COI + NCI – FV of NIA
29
GOODWILL (CONT..)
The acquirer shall, at the acquisition date:
recognise goodwill acquired in a business combination as an asset; and
initially measure that goodwill at its cost, (MFRS 3, Para. 51)
After initial recognition, the acquirer shall measure goodwill at cost less any accumulated impairment losses. (MFRS 3, Para. 54)
30
Example 2:
Refer example 1, the statement of financial position of WXY SB as at 1 January 2013 was as follows:
RM ‘000Share Capital of RM1.00 each 2,000Reserves 3,000
5,000
Property, Plant & Equipment 4,000Net current assets 3,000Long term loans (2,000)
5,000
GOODWILL (CONT..)
31
GOODWILL (CONT..)Example (cont..)
All items are recorded in the accounts are assumed to be recorded at fair values.
Required:
Allocate the cost of the acquisition to the identifiable net assets of WXY SB and calculate the goodwill on consolidation .Prepare consolidation journal entries at acquisition date.
32
GOODWILL (CONT..)Solution:
COI, as recorded in ABC Bhd’s accounts(‘000) 6,715
Allocated to net assets (‘000):
Fair value of net assets (5,000)
Goodwill on consolidation 1,715
33
GOODWILL (CONT..)
Consolidation journal entry:
DR Share Capital 2,000DR Reserves 3,000DR Goodwill on consol 1,715
CR COI 6,715(to eliminate COI and to recognize GOC)
34
Gain from a bargain purchase (Negative goodwill)
If COI is less than FV of NIA the acquirer shall:
reassess the identification and measurement of the acquiree’s identifiable assets, liabilities and contingent liabilities and the measurement of the cost of the combination; (para 36)
recognise immediately (a gain) in profit or loss any excess remaining after that reassessment.(MFRS 3, Para 34)
35
The indentifiable assets & liabilities of the acquired entity should be restated to fair value (acquisition date)
The consolidation journal entries depend on whether or not the subsiadiary has made the required adjustments in its own books.
Revaluation of Subsidiary’s Assets
36
Example 3:
Refer example 1, the Balance Sheet of WXY SB as at 1 January 2013 was as follows:
RM ‘000Share Capital of RM1.00 each 2,000Reserves 3,000
5,000
Property, Plant & Equipment 4,000Net current assets 3,000Long term loans (2,000)
5,000
Revaluation of Subsidiary’s Assets
37
Revaluation of Subsidiary’s Assets
Example (cont..):
Included in the fixed asset of WXY SB was a freehold property at cost of RM1,000,000. At January 1 2013, this property had an open market value of RM2,000,000.
Also, other identifiable assets (granite extraction rights) worth RM500,000 as at 1 January 2013 were not reflected in the accounts.
All other items recorded in the accounts are assumed to be recorded at fair values.
Required: Allocate the cost of the acquisition to the identifiable net assets of WXY SB and calculate the goodwill on consolidation . Show the adjustments to consolidate WXY SB.
38
Revaluation of Subsidiary’s Assets
Solution:Book Value Fair Value Differences
Freehold property 1,000,000 2,000,000 1,000,000Intangible assets 500,000 500,000
DR Property, Plant & Equipment 1,000,000Intangible asset 500,000CR Revaluation surplus (pre-acq) 1,500,000
(to adjust book value of net assets to fair value at acquisition date)
39
Revaluation of Subsidiary’s Assets
Solution:
COI, as recorded in ABC Bhd’s accounts 6,715,000
Allocated to NIA:
Fair value of PPE 5,000,000Fair value of granite extraction rights 500,000Net current assets 3,000,000Long term loans (2,000,000)Fair value of NIA 6,500,000
Goodwill on consolidation 215,000
40
Revaluation of Subsidiary’s Assets
Solution:
Consolidation Journal entry:
DR Share Capital 2,000
DR Reserves 3,000
DR Revaluation surplus 1,500
DR Goodwill on consol 215
CR COI 6,715
(to eliminate COI and to recognize GOC)
41
NON-CONTROLLING INTEREST
Exists when the acquirer (Parent) has less than 100% interest in subsidiary. Example: If parent acquired 70% interest in subsidiary, the NCI would be 30%.
any non-controlling interest in the acquiree is measured either: (para 19)
a) at fair value or,
b) at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.
42
Example 4:
Refer example 1, assuming that ABC acquired 80% interest in WXY Bhd for RM5,100,000 and fair value of the remaining 20% interest was RM1,275,000.
Required:
Prepare the relevant consolidation journal entries at acquisition date using both methods for the treatment of NCI.
NON-CONTROLLING INTEREST (cont…)
43
NCI at % of net assets
NCI at fair value
COINCI (*20% x 5,000,000)
5,100,000*1,000,000
5,100,0001,275,000
FV of net identifiable assets
6,100,0005,000,000
6,375,0005,000,000
Goodwill on consolidation
1,100,000 1,375,000
Solution:
NON-CONTROLLING INTEREST (cont…)
44
Method: NCI at proportionate share of net assets
Dr Share capital (80% x 2,000,000) 1,600,000 Reserves (80% x 3,000,000) 2,400,000
Goodwill 1,100,000Cr COI 5,100,000
Dr Share capital (20% x 2,000,000) 400,000 Reserves (20% x 3,000,000) 600,000
Cr NCI 1,000,000
NON-CONTROLLING INTEREST (cont…)
45
Method: NCI at fair value:Dr Share capital (80% x 2,000,000) 1,600,000 Reserves (80% x 3,000,000) 2,400,000
Goodwill 1,100,000Cr COI
5,100,000
Dr Share capital (20% x 2,000,000) 400,000 Reserves (20% x 3,000,000) 600,000 Goodwill 275,000
Cr NCI 1,275,000
NON-CONTROLLING INTEREST (cont…)
46
RESERVES
Reserves could be categorized into two which are capital reserve and revenue reserve.
In preparing CFS, reserves need to be differentiated into 2, that are:
1. Pre-acquisition – arise in subsidiary’s account at the acquisition date. It is not belong to the parent. Need to be eliminated each time when preparing CFS.
2. Post-acquisition – Profit/loss earned by the subsidiary after the date of acquisition. Parent has share in this reserve as its % of ownership interest in the subsidiary.
47
RESERVES (CONT..)
Example 5:
LM Bhd acquired 100% interest in MN Bhd. MN Bhd.’s equity is as follows:
Date of Acq. (T0)
RM
1 year after (T1)
RM
Share CapitalRetained EarningRevaluation Reserve
50,00020,00010,000
50,00030,00015,000
48
RESERVES (CONT..)
Solution:
Pre-acquisition Reserve (RM)
Post-acquisition Reserve (RM)
Retained EarningRevaluation Reserve
20,00010,000
10,0005,000
49
Example 6:
Naga Bhd acquired an 80% interest in Garuda Bhd on 31 December 2012. The acquisition was paid in cash RM300,000 and issued 600,000 new ordinary shares of Naga Bhd for RM1.50 per share with par value RM1.00.
The balance sheet of both company before the date of acquisition are as follow:
CONSOLIDATION OF ACCOUNTS
50
Example 6 (cont..):
CONSOLIDATION OF ACCOUNTS (CONT..)
Naga Bhd (RM)
Garuda Bhd (RM)
Assets: Cash 460,000 70,000 Account Receivable 200,000 100,000 Inventories 180,000 120,000 Land 800,000 400,000 Building – net 900,000 600,000 Equipment – net 640,000 280,000 3,180,000 1,570,000 Equity and Liabilities: Ordinary Shares 1,800,000 600,000 Share Premium 300,000 300,000 Retained Profit 880,000 480,000 Long-term Loan - 120,000 Account Payable 200,000 70,000 3,180,000 1,570,000
51
Example 6 (cont…):
All Identifiable assets and liabilities of Garuda Bhd are stated at fair value except land which was revalued at RM450,000. The non-controlling interest was fair valued at RM300,000.
REQUIRED:a) Calculate the cost of investment in Garuda Bhd
and prepare the related journal entries to record the cost of investment.
b) Prepare the consolidation journal entries as at 31 December 2012.
c) Prepare a consolidated statement of financial position as at 31 December 2012.
CONSOLIDATION OF ACCOUNTS (CONT..)
52
End of the Chapter
53