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When they acquirer already has an interest in the acquiree, for example: A has 20% in B and now
acquires the remaining 80% and gets control. IFRS considers this a transaction where the 20% interest is
sold and 100% of the acquired company is acquired in a business combination. So A has to book a gain
or loss on the 20% already owned.
What is a business?
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. So not only share deals, also acquisitions of
businesses by buying assets and assuming liabilities in combination with activities.
2) Measure the value of the business acquired (normally consideration given up). The fair values, at
the date of the exchange, of Assets given up (usually cash), liabilities incurred or assumed and
equity instruments issued by the acquirer in exchange for control of the acquired company. Plus
the fair value of any existing interest in the acquired company the acquirer already owns.
3) Determine the fair value of the assets acquired and liabilities and contingent liabilities assumed.
Recognize the identifiable assets and liabilities of the acquired company that existed at the date
of acquisition at their fair values at that dat. Even if those assets and liabilities had not been
recognized by the acquiree yet.
4) The difference is goodwill. Difference between fail value of business and fair value of net assets
recognized. Why pay for goodwill? Synergies and non-recognizable assets (workforce).Recognize
purchased goodwill as an asset, no amortization, test for impairment annually and more
frequently when there are indications of impairment. Negative goodwill can be recognized as a
gain.
Date of business combination: date that control passes is the date the acquirer can decide about
management of the company. Relevance of this date:
- Date from which earnings are consolidated
- Date as at which fair value of business acquired must be determined
- Date as at which fair values of net assets acquired must be determined to assess goodwill
Contingent consideration: where the consideration is subject to adjustment depending on the outcome
of future events:
- Include in the consideration that is initially recorded the estimated amount of any adjustment
that is probable and can be measured reliably.
- If consideration is paid in cash or other assets: subsequent adjustments to this are recognized as
a gain or loss in income.
- If consideration is settled in shares of the acquirer: no adjustment. (Zie aantekening
voorbeeldvraag bij slide 30)
What is fair value? Amount at which asset would be exchanged in arm’s length transaction between
knowledgeable and willing parties. For example:
- Exit price
- Highest and best use assumption
- No block discount
Three levels of fair value:
- Level 1: fair value can be assessed directly from market observed data (FV of listed Shares)
- Level 2: entity uses model to assess fair value, but model only contains input factors that are
readily observable in the market (interest rate swap)
- Level 3: entity uses model and at least one significant input factor is not readily observable in
the market (intangible asset)
Provisions: The acquirer cannot recognize liabilities for future losses or costs based on its intentions for
the future. Liabilities that were existing obligations of the acquired company at the acquisition date may
be recognized.
- Restructuring provisions will therefore be recognized only if they were already a liability of the
acquired company
- Contingent liabilities of the acquired company (such as contractual obligations to employees), if
triggered by the acquisition will be recognized.
Contingent liabilities: Fair value must be reliably measurable, but outflow of future economic benefits
need not be probable. Subsequently there are measured at the higher of:
- The amount that would be recognized under IAS 37 Provisions, and
- The initial amount
When chances of costs increase, increase contingent liability. When chances of costs decreases, do
nothing. See example slide 41 .
Intangible Assets: fair value must be reliably measurable, but inflow of future economic benefits need
not be probable. Must also meet the definition of an intangible asset under 38 i.e.
- Identifiable non-monetary asset without physical substance
- Must be separable from the entity, or arise from contractual or other legal rights.
Lecture 2 Consolidation
Consolidation: process of preparing single set of financial statements for group of entities under control
of one of those entities.
Involves combining financial statements of individual entities to show financial position and
performance of group as if it were single entity:
- Group: a parent and its subsidiaries
- Parent: an entity that controls one or more entities
- Subsidiary: an entity that is controlled by another entity
Purpose of consolidation: Present a set of financial statements as if all entities within a group are one
entity:
- Adding line by line the individual items of each of the single entities
- Use uniform accounting policies
- Eliminate intra group transaction and balances
- Adjust for effects of business combination
- Measure and present rights of non-controlling interest (NCI) holders
The following three elements are required in order for an investor to have control: All three elements
must be present for control to exist
1) Power over the investee
Power is defined as existing rights that give the current ability to direct the relevant activities. Power
arises from rights which generally arise from a legal contract. These include:
- Voting rights
- Rights to appoint, reassign or remove members of the investee’s key management personnel
- Rights to appoint or remove another entity that participates in management decisions
- Rights to direct the investee to enter into, or veto any changes to, transactions that affect the
investee’s returns
Power must be substantive. The holder must have the practical ability to exercise the rights. If a right is
protective then the holder does not have power. Protective rights are designed to protect the interest of
the party holding those rights without giving the party power over the entity to which the rights relate.
(For example: the rights of a lender to seize (beslag leggen op) the assets of a borrower in the event of
default).
2) Exposure or rights to variable returns from its involvement with the investee
The second element of the control definition requires that the investor has the rights to variable returns
from the investee (examples of returns include: dividends, cost savings, economies of scale)
3) The ability to use its power over the investee to affect the amount of the investor’s returns
The third element requires that the parent have the ability to increase its benefits and limit its losses
form the subsidiary’s activities.
Consolidation involves adding together the financial statements of the parent and subsidiaries and
making a number of adjustments:
- Business combination valuation entries: required to adjust the carrying amounts of the
subsidiary’s assets and liabilities to fair value
- Pre-acquisitions entries: required to eliminate the carrying amount of the parents investment in
each subsidiary against the pre-acquisition equity of that subsidiary
- Transactions between entities within the group subsequent to acquisition date
An acquisition analysis compares the cost of acquisition with (not the book value) the fair value of the
identifiable net assets and contingent liabilities (FVINA) that exist at acquisition to determine whether
there is:
- Goodwill on acquisition (where cost > FVINA)
- Bargain (gelegendheidsaankopen, koopjes, onderhandelen) purchase (where cost < FVINA)
See example page 8-10 sheets
If the book value of subsidiary assets and liabilities differs from fair value, or if a contingent liability
exists, it is necessary to make business combination valuation adjustments. These adjustments:
- Increase or decrease subsidiary’s recorded assets and liabilities book values to fair value
- Recognize previously unrecognized assets
- Recognize subsidiary’s contingent liabilities at fair value
Business Combination Valuation Reserve (BCVR) account is used to record these adjustments.
Equity balances that existed in the subsidiary prior to acquisition date are referred to as pre-acquisition
equity. All movements after the date of acquisition are referred to as post-acquisition. You cannot have
an investment in yourself, nor can you have equity in yourself. From a consolidated viewpoint, these
items should not exist i.e. they must be eliminated to avoid double counting. (You can never end-up
with a BCVR in your consolidated accounts. It is just a help for consolidating)
Intragroup Services:
- Often in a group, one entity (normally the parent) provides services (such as accounting, HR, IT)
to the other entities (normally the subsidiaries) to reduce duplication
- Provider normally charges a management fee to the user. This must be eliminated on
consolidation as follows:
o DR Services revenue
o CR Services expense
- If payable/receivable balances also exist, these balances must be eliminated on consolidation
Non-Controlling Interest
- IFRS 10 defines non-controlling interest as “equity in a subsidiary not attributable, directly or
indirectly, to a parent”
- NCI is presented and identified within equity separately from the parent’s equity
- The NCI is entitled to a share of the equity of the subsidiary adjusted for the effects of profits
and losses made on intragroup transactions
Lecture 4 it
Recognition of deferred tax
- A deferred tax liability is recognised for all taxable temporary differences
- A deferred tax asset is recognised for all deductible temporary differences
Temporary differences
- Temporary differences are differences between the carrying amount of an asset or liability and its tax
base
• Taxable temporary differences are those that will result in taxable amounts ...
• Deductible temporary differences are those that will result in amounts that are deductible ...
Recycling of FCTR:
- Foreign Currency Translation Reserve is ‘recycled’ through comprehensive income statement
when subsidiary disposed of
- Meant to measure book gain or loss on disposal as difference between proceeds in currency of
parent less original cost plus undistributed profits
Identifying Associates:
- An entity over which the investor has significant influence and that is neither a subsidiary nor an
interest in a joint venture
- Significant influence is defined as: the power to participate in the financial and operating policy
decisions of the investee but is not control or joint control over those policies. The holding of
20% of more of the voting power leads to the presumption of significant influence. Evidence of
significant influence:
o Representation on the board of directors or equivalent governing body
o Participation in policy-making processes
o Material transactions between the investor and the investee
o Interchange of managerial personnel
o Provision of essential technical information
The equity method requires adjustments to the investors share of post-acquisition equity for:
- Goodwill/gain on bargain purchase and fair value adjustments on acquisition
- Unrealized profits on inter-entity transactions (zie voorbeelden slides 4e pagina)
Step acquisitions:
- When an investment in an associate is achieved in stages this is referred to as a step acquisition:
- At the date that significant investment is achieved:
o The previously held investment is revalued to fair value with any gain/loss being taken
to profit & loss; or
o If the previously held investment had been measured at fair value with changes in fair
value being recognized directly in equity, those amounts are transferred to profit & loss
(zie voorbeeld pagina 4-5)
Derivatives:
- Derivatives transfer financial risks of the underlying primary financial instrument
- One party acquires a right to exchange a financial asset or liability with another party under
potentially favorable condition. The other party takes on the right to exchange under potentially
unfavorable conditions
- Parties to derivatives are “ taking bets” on what will happen to it in the future
Illustration:
- Which of the following items are financial instruments?
o Cash: yes
o Trade receivables: yes
o Inventory: no
o Pension liability: no, because dependent on uncertain thing like life expectancy
o Loan: yes
o Shares issued: yes
o Shares held in a subsidiary: yes
o Environment liability: no
2 types of accounting:
1) Debt: payment of remuneration (whether dividend or interest) is deducted from profit
2) Equity: payment of remuneration (whether dividend or interest) is considered part of profit
appropriation
Example:
1) A has an obligation to deliver 100.000 worth of shares to B in 3 months’ time.
The value is fixed and the number of shares will vary, depending on the share price. The holder
of the instrument is not exposed to equity risk. The obligation should be classified as a liability.
Most derivatives are settled on a net basis. May be standalone or embedded in a host contract.
Subsequent measurement:
Impairment model:
- Currently: incurred loss model
- Proposed: expected loss model
- Why?
o Banking regulators: crisis has shown bank provide for loan losses too late and too little
Hedged item
- To what items can hedge accounting be applied?
o A financial asset recognized on the balance sheet (e.g. loan provided to other party) or
financial liability (e.g. loan issued)
o A future but committed cash flow (e.g. contracted revenue)
o An expected future cash flow (e.g. expected cash inflows from future revenues)
Types of hedges:
- Fair value hedge
o A hedge of the exposure to changes in the FV of an asset, liability or commitment
o The gain or loss from remeasuring the hedging instrument is recognized immediately in
P&L
o Gain or loss on the hedged item attributable to the hedged risk adjusts the carrying
amount of hedged item and is recognized immediately in P&L
o Hedged item is not necessarily carried at fair value
- Cash flow hedge
o A hedge of the exposure to the variability in cash flows of a recognized asset or liability
or forecast transaction
o The portion of the gain or loss on the hedging instrument determined to be an effective
hedge is recognized in equity
o Any ineffective portion is reported immediately in profit or lss if the hedging instrument
is a derivative
- Hedge of a net investment in a foreign operation
o Similar to a cash flow hedge
Qualitative disclosures:
- For each type of risk arising from financial instruements
o Exposures to risk and how they arise
o Objectives policies and processes for managing the risk (including methods used to
measure risk)
o Changes in the above from the previous period
Quantitative disclosures:
- Summary data based on key management information
- Prescribed minimum disclosures for
o Credit risk
o Liquidity risk
o Market risk
Foreign currency risk
Interest rate risk
Other, e.g. commodity or equity, price risk
o Concentrations of risk (e.g. all accounts receivables at one client)
What is insurance?(examples)
- Life
o Pension insurance by insurance company
o Annuity (fixed income until death)
o Life insurance (payment upon death or upon survival)
- Non-life (also called Property and Casualty)
o Fire insurance
o Car insurance
o Travel insurance
Insurance: characteristics
- Premium paid first
- Uncertainty about whether and what amount will be paid
- May contain significant deposit element
- Participating vs non-participating
o Amount paid depends on performance of financial assets or insurance company
Fair presentation:
- Financial statements should present fairly the financial position, financial performance and cash
flows of an enterprise: the application of IFRS, with additional disclosure where necessary,
virtually always achieves this
- Inappropriate accounting is not rectified by disclosures
- Financial statements that comply with IFRS should disclose that fact: must follow every standard
and interpretation
Comparative information:
- For numerical information:
o Should be disclosed in respect of the previous period for all numerical information in the
financial statements unless an IAS permits or requires otherwise
o Should be amended to remain comparable, if there are changes to the presentation or
classification of items in the current period, and details of changes disclosed
- For narrative and descriptive information:
o Should be included if it is relevant to an understanding of the current period’s financial
statements
Classification:
- If company breached debt covenants on long term loan at or before balance sheet date:
o Present debt as current
o Even if breach is remedied after balance sheet date
Classification of expenses:
- Operating expenses can classified either:
o By the nature of the expenses, such as depreciation, purchases of materials, transport
costs, wages and salaries, advertising costs
o By their function, such as cost of sales, distribution costs, administrative costs
Estimates:
- Changes in estimates:
o If affects past or present only: recognize in current year’s income statement
o If affects future as well: recognize prospectively
Adjusting versus non-adjusting event: Information that becomes available after the date the financial
statements have been drawn up:
o Non-adjusting, even if they relate to the situation as per balance sheet date
o Netherlands: if it makes the accounts misleading: file a statement to that effect at the
trade registrar, together with revised financial statements or a description of the
information and its effect