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Summary of Lectures and Exercises
Summary of Lectures and Exercises
Business combination: A transaction or other event in which an acquirer obtains control over one or
more businesses (IFRS 3.A).
- Transaction
o Yes
- Business: 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 (IFRS 3.A).
o Yes
- Control: an investor controls an investee when the investor 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 (IFRS 10.A)
1. Power over the investee
Power: existing rights that give the current ability to direct the relevant activities
(IFRS 10.A)
Does the investor obtain existing rights?
Yes, 100% of the shares of the investee
Does the investor get the current ability to use the rights?
Does the investor get the legal ability to exercise the rights to direct
at the time decisions are made?
o Yes
Does the investor get the practical ability to exercise the rights? Are
rights substantive?
o Yes
Can the investor use the rights to direct the relevant activities?
Relevant activities: activities of the investee that significantly affect
the investee’s returns (IFRS 10.A)
Yes, because the investor acquires 100% of the shares, the investor
can direct the activities performed by the investee.
→ Yes, the investor obtains power over the investee.
2. Exposure to variable returns
Does the investor get exposed to variable returns from its investment?
Yes, dividends
3. Ability to use power to affect those returns
Will the investor become able to use power to affect those returns?
Yes
→ Yes, the investor will obtain control over the investee.
Will the investor record the assets acquired and liabilities assumed in its separate financial
statements?
- No, the investor acquired the shares and will record the shares in its separate financial
statements
- However, the investor will record the assets acquired and liabilities assumed (including
goodwill) in the consolidated financial statements
- Hence, in case of a share deal, IFRS 3 is applied in the consolidated financial statements only
Exercise 14.1
Purchase consideration = price of a purchase
Use share capital and share capital - premium
When making journal entries of the consideration, specify all the A&L in the entry, do not name it
investment.
When purchase consideration < FV of net A&L acquired → there is a gain on bargain purchase. It is
recorded in the P/L (but also in the journal entry)
Exercise 14.2
Transaction costs of issuing shares are directly deducted from share capital:
Share capital $800
Cash $800
Exercise 14.3.2
Assume the investor could only determine a provisional FV for the plant at acquisition date
(December 1st 2016) of $125.000. On March 1st 2017, Trout received the final assessment of the FV as
at acquisition date, amounting to $131.000. The economic life plant as of acquisition date is 5 yrs.
- How to account for the plant at acquisition date?
o Use the provisional FV of $125.000 (‘normal’ journal entry as if nothing happened)
- How to account for the plant on March 1st 2017?
o Goodwill calculation based on final FV
Discussion questions
14.2 Importance of identifying the acquisition date
Acquisition date is the date on which the acquirer obtains control of the acquiree.
Contingent consideration: Usually, an obligation of the acquirer to transfer additional assets or equity
interests to the former owners of an acquiree as part of the exchange for control of the acquiree if
specified future events occur or conditions are met. However, contingent consideration also may give
the acquirer the right to the return of previously transferred consideration if specified conditions are
met.
Here: Pluto does not have power and hence no control → not consolidate
Exercise 21.4
Sometimes, the consolidated tax payments are more (less) than the consolidated tax expense →
resulting in a deferred tax liability (asset). The following journal entry at end of each year can only be
made of a deferred tax liability/asset is booked at time of acquisition.
Deferred tax liability (balance sheet)
Deferred tax adjustment (income statement)
Purchase consideration
FV of previous held equity interests +
Total FV investment
FV net A&L acquired without tax impact - (just the FV of assets-liabilities acquired)
Excess purchase price
Tax impact FV-adjustments + (FV-adjustments * ) )
Goodwill
The FV net A&L with tax impact = FV net A&L without tax impact + tax impact FV-adjustments
The FV net A&L acquired without tax impact is the same amount as total equity of the investee
On the balance sheet: fixed assets are at cost (then there is a separate ‘depreciation’ so that the
carrying amount is shown)
Exercise 21.2
When stated:
Carrying amount Fair Value
Plant (cost $280.000) $200.000 $210.000
The plant has a further 5-year life
$ 200.000
It means that the depreciation expense in the next year for the investee is =$ 40.000 and
5
$ 210.000
for the investor =$ 42.000. This results in a depreciation expense-adjustment of $42.000
5
($ 210.000−$ 200.000) $ 10.000
- $40.000 = $2.000, or = =$ 2.000. The BCV-entries regarding
5 5
the plant are:
- Accumulated depreciation ($280.000-$200.000) $80.000
Plant ($280.000-$210.000) $70.000
DTL (($210.000-$200.000) * 30%) $3.000
BCVR (($210.000-$200.000) * 70%) $7.000
- Depreciation expense $2.000
Accumulated depreciation $2.000
- DTL ($2.000 * 30%) $600
Income tax expense $600
Exercise 20.2
Call options provide the holder the right (but not the obligation) to purchase an underlying assets (in
this case: ordinary shares in Cook Islands Ltd) at a specified price, for a certain period of time.
As Palau Ltd holds options in Cook Islands Ltd, it has the potential to control that entity. However,
including the options when determining control depends on whether the options are substantive i.e.
whether it is in the interest of Palau Ltd to exercise the options. The options are currently out of the
money. However, there can be other reasons why Palau may be able to increase its returns from
Cook Islands Ltd, such as access to facilities/scare resources. Then even if the options are out of the
money, Palau Ltd may still consider that it is worthwhile to exercise the options. In such cases, the
options would be included in the decision on who controls Cook Islands Ltd.
Exercise 20.4
When discussing the potential for the investor (Pumpkin Ltd) to be classified as a subsidiary of the
investee (Soup Ltd), discuss:
- the concept of control
- the need for judgement
- factors to consider when determining the existence of control
It will probably be concluded that Pumpkin Ltd is the parent of Soup Ltd. However, if it is expected
that the attendance at the AGM will considerably increase if Pumpkin will act in its own interest
instead of the interest of all shareholders and therefore Pumpkin will not have the majority of the
voting rights at the AGM in such a situation, then Pumpkin is not the parent.
Exercise 20.5
- DETERMINING SUBSIDIARY STATUS; CAN BE IMPORTANT! -
Discussion questions
20.1 What is a subsidiary?
An investor controls an investee when the investor 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.
20.3 When are potential voting rights considered when deciding if one entity controls another?
Potential voting rights are rights to obtain voting rights of an investee, such as within an option or
convertible instrument.
Potential voting rights are only considered if the rights are substantive i.e. practical or utilitarian.
This depends on the terms and conditions associated with the options. If an investor holds options
that are deeply out of the money – such that the investee would never exercise those options – the
options would not be considered to be substantive.
20.4 Are only those entities in which another entity owns more than 50% of the issued shares
classified as subsidiaries?
No. The criterion for consolidation is not based on percentage ownership, but rather it is based on
the concept of control. However, when the percentage interest is below 50%, judgement on the
existence of control is required. In forming this judgement, the accountant has to rely on evidence to
form an opinion.
20.5 What benefits could be sought by an entity that obtains control over another entity?
Consider:
- Dividends
- Returns from structuring activities with the investee e.g. obtaining a supply of raw material,
access to a port facility
- Returns from denying or regulating access to a subsidiary’s assets e.g. a patent for a
competing product
- Returns from economies of scale
- Remuneration from provision of services such as servicing of assets, and management
Exercise 21.6
The sold inventory has an impact on retained earnings 30 June 2014 due to a P/L impact in year 1 (1
July 2013- 30 June 2014):
- COGS needed an adjustment of $25.000-$20.000= $5.000 (increase)
- hence taxes needed an adjustment of 30%*$5.000= $1.500 (decrease → higher costs, lower
taxes)
- → profit needed to be $3.500 lower → retained earnings were $3.500 lower (so retained
earnings was debited)
- no impact in the second year: all inventory was sold
- Retained earnings $3.500
BCVR $3.500
Accumulated depreciation:
$ 60.000
- Dorado: =$ 12.000 per year ($24.000 total in 2 years)
5
$ 70.000
- Consolidated: =$ 14.000 per year ($28.000 total in 2 years)
5
- Accumulated depreciation = $85.000 + $28.000 = $113.000
- Adjustment of $113.000 - $85.000 - $44.000 = $16.000
o causing a decrease in the DTL effect of ($16.000-$10.000)*30%=$1.800
- year 1 (1 July 2013 - 30 June 2014):
o depreciation expense was $14.000-$12.000=$2.000 higher
taxes were $2.000*30%=$600 lower (higher costs → lower taxes)
profit (and thus) retained earnings were $2.000-$600=$1.400 lower
- year 2 (1 July 2014 - 30 June 2015):
o depreciation expense is $14.000-$12.000=$2.000 higher
o taxes are $2.000*30%=$600 lower (higher costs → lower taxes)
- Plant $10.000
Accumulated depreciation - plant $16.000
Deferred tax liability $1.800
Depreciation expense $2.000
Income tax expense $600
Retained earnings $1.400
BCVR $7.000
Exercise 22.2
REMINDER: when working with expenses/revenues, do not forget the tax impact and tax payable!!!
Make financial statements of the previous years and add the net income to retained earnings
Pay attention to the table at 22.2d, and determine all things that happen.
Exercise 22.2
There cannot be a ‘debit’ tax payable → it should be a deferred tax asset
When an inventory item of the parent is sold to the subsidiary (and becomes a non-current asset),
the item on the consolidated balance is a non-current asset too and is also depreciable.
ALWAYS: if tax expense is a credit adjustment, then the debit adjustment is deferred tax asset
The consolidated deferred tax asset is the separate DTAs plus the adjustment DTA. However, if there
is a DTL and DTA<DTL, the amount that ‘should have been’ allocated to the DTA is subtracted from
the DTL.
Exercise 23.3
When only a few FV adjustments are given, you need make sure FV-assets and -liabilities are the
same amount as the equity amount of the investee:
- equity investee - FV asset 1 - FV asset 2 = either an asset or a liability
- equity investee = FV net A&L without tax impact
When all assets and liabilities are given, then the FV net A&L without tax does not need to be the
same as the equity amount of the investee.
The investment will be on the balance sheet of the parent for the amount that is paid for (so not the
total FV investment including the NCI).
The equity of the investee will be cancelled out by taking the percentage of interest * equity. The
remaining part will be added to the NCI ‘balance sheet’. The same applies for the BCVR. The NCI
‘balance sheet’ contains a NCI part too, which is then added to the consolidated balance sheet.
With the allocation of the profit (for consolidation purposes), the NCI part of the profit is added to
NCI and the ‘remainder’ (the percentage of interest in the investee) is added to retained earnings.
With NCI → tax (DTL) is subtracted, but without NCI → tax (DTL) is added
When the bond pays interest at 6% per annum, in arrears, it means that the yearly interest is paid at
the last day of the year. When issued at July 1 st, the first interest payment is at June 30 th.
Effective interest rate = the rate that exactly discounts the estimated future cash payments or
receipts through the expected life of the financial instrument (or, when appropriate a shorter period)
to the net carrying amount of the financial asset or liability.
- net carrying amount
o on initial recognition financial liabilities must be recognized at fair value
o in addition, transaction costs directly attributable to the issue of a financial liability
should be subtracted from the fair value (except in case of measurement at fair value
through profit and loss)
o net carrying amount = fair value - transaction costs
- effective interest rate
o rate that matches the discounted future cash outflows with the net carrying amount
o is used when determining interest expense
For example:
Given: face value of bond: $100, due time: 3 years, nominal (stated) rate: 8%, market rate: 10%
€8 € 8 $ 10 8
Bond price = fair value = NPV (cash flows) = + + = $95.03
1.10 1. 102 1 .103
Interest payment → interest actually paid by an issuer: face value * nominal interest rate
Interest expense → interest actually required by bondholders: book value bond * effective rate
- book value of the bond = net carrying amount + yearly interest surplus
Total expenses = (face value - fair value) + interest payments * #years (or months) + transaction costs
Bonds payable (book value bond; should be the face value now)
Cash (face value)
Cash flow hedge (variable interest rate instead of fixed interest rate)
Changes in fair value hedge instrument are recognized through OCI in equity
Changes in fair value hedge instrument do not affect P&L
P&L is not affected by changes in variable interest rate
With hedge accounting, when the hedging reserve is decreasing in value, the journal entry is
Hedging reserve
Swap
Cash flow hedge (fixed interest rate instead of variable interest rate)
It matters if the investor does or does not prepare consolidated financial statements
- treatment associates in separate financial statements
o in case of no consolidation
equity method (IAS 28)
o in case of consolidation
at cost, fair value (if IAS 39/IFRS 9 is met) or equity method (IAS 27)
- treatment associates in consolidated financial statement
o in both cases: equity method (IAS 28)
Even if in investee is an associate of an investor, consolidation adjustments are still required (if the
investor used the equity method for recording the investment). When determining these
adjustments, determine the separate ‘balance sheets’ for the two different methods (at cost and
according to the equity method). Sum up the differences per post of the balance sheet and make the
adjustments.
- → under IFRS, goodwill is not recorded separately (so it is included in the ‘investment in
associate’)
Journal entries
- acquisition
Investment in associate
Cash
- dividend payment
Cash
Dividend revenues
→ dividends are recorded as income
- net profit
no entry
→ net profit (and other changes in equity of the investee) are not recorded if ‘investment in
associates’ is recorded at costs. The value of the investment in associates does not change in
the separate financial statements if recorded at costs (except in case of an impairment).
Investment in associate
Share of profit or loss of associates
Remind that for the next year, the start balance is the same as the ending balance of the previous
year → including the differences in for example ‘investment associate’
Exercise C.4
Dividend
- Journal entry declaration
Dividend receivable
Investment in associate
- Journal entry receipt
Cash
Dividend receivable
- → when there is no declaration, but only a receipt, then the ‘dividend receivable’ part is
eliminated:
Cash
Investment in associate
When inventory remains unsold if a down- or upstream sale has occurred, the investor’s share in the
investee’s ‘unrealized’ gain should be eliminated.
- part of unsold inventory * profit of transaction after tax (investee) * investor’s share =
adjustment share investor in net profit of investee (it will be a reduction). The same amount
will be in the future period an addition if in that future period, that part of inventory is sold
- if in an upstream sales had occurred in the previous period
o then: 100% was unsold → adjustment was a reduction in the previous period (no
adjustment for the current period)
o now: 100% of that transaction is sold in the current period → adjustment is an
addition in the current period
Journal entry
Investment in associate
Share of profit or loss of associates
GOGS and COGafS are not translated with an exchange rate! They are determined through
inventory/cost of sales calculation.
Exercise 24.2
Use the exchange rate (average of the year) also for the tax expenses!
From local to functional currency → first translate the balance sheet (profit is the ‘residual’), then the
P/L account, with an extra ‘residual’ post of ‘FX translation gain/loss’
From functional to presentation currency → first translate the P/L account, add the translated profit
to the balance sheet (so do not use any exchange rates there), then add a ‘FX translation reserve’ to
the balance sheet to keep it in balance (it is a ‘residual’).
Joint arrangements
The investor classifies its interests in joint arrangements as either joint operations or joint ventures
depending on the investor’s right to the assets and obligations for the liabilities of the
arrangements.