Group Statements Vol 2
Group Statements Vol 2
Group Statements Vol 2
Seventeenth edition
Seventeenth edition
CS Binnekade
MCom(Taxation)(Pret) CA(SA)
ZR Koppeschaar
DCom(Acc)(Pret) CA(SA)
N Stegmann
DCom(RAU)
University of Johannesburg
J Rossouw
MAcc(UFS) CA(SA)
C Wright
South Africa
www.lexisnexis.co.za
JOHANNESBURG
CAPE TOWN
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LexisNexis Verlag ARD Orac, VIENNA
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© 2017
Whilst every effort has been made to ensure that the information published
in this work is accurate, the editors, authors, writers, contributors, publishers
and printers take no responsibility for any loss or damage suffered by any
person as a result of the reliance upon the information contained therein.
Preface
The purpose of this book is to set out the principles and conceptual issues of
consolidated financial statements as based on International Financial
Reporting Standards (IFRSs). It focuses on the principles of control and
consolidation techniques in preparing consolidated financial statements for a
group of entities. Furthermore, the accounting treatment of an investor’s
interests in associates and joint arrangements is covered in Volume 2 of this
work.
• IAS
27
• IFRS
Business Combinations;
• IFRS
10
• IAS
28
Preface
through each chapter in the textbook and then complete the accompanying
questions to test their progress.
During the latter part of 2017, the SAICA finalised its “syllabus overload”
review and some aspects were excluded or moved to an “awareness level”
for the sake of SAICA’s professional assessment (the Initial Test of
Competence (ITC)). The major aspects thus affected relating to Group
Statements are as follows:
• investment
entities;
• group
reorganisations;
This work was updated to still include a brief discussion of some of these
aspects (where relevant), but without very detailed explanatory examples
thereof. Volume 2 was mostly affected by these changes.
THE AUTHORS
November 2017
vi
Contents
Page
41
59
149
283
15 Foreign operations
..........................................................................................
373
433
vii
IFRS 3
Business combinations
– Advanced aspects
Introduction
9.1
4
Recognising and measuring the identifiable assets acquired,
in the acquiree
9.2 Recognition
principle
................................................................................
Example
9.1:
Recognition
of
Example 9.2:
Example 9.3:
9.3 Measurement
principle
.............................................................................
10
Example 9.4:
11
Example 9.5:
12
Example 9.6:
13
Example 9.7:
15
9.4
15
Example
9.8:
Contingent
liabilities .........................................................
17
Example
9.9:
Deferred
tax .....................................................................
17
Example
9.10:
18
Example 9.11:
20
Example 9.12:
22
Consideration transferred
9.5
23
Example 9.13:
23
Example 9.14:
24
Chapter 9
9.6
25
Example 9.15:
26
Example
9.16:
Contingent
consideration – Asset .....................................
29
Example 9.17:
29
Measurement period
9.7
30
Example 9.18:
31
Example 9.19:
32
Example 9.20:
34
Self-assessment question
Question 9.1
.....................................................................................
36
Acquisition method
standards
Date of acquisition
combination
l Contingent
consideration
Framework
and liabilities
l Classifying or designating
l Exceptions
l Exceptions
Non-controlling interests
l At fair value
gain)
test
l Bargain gain: Reassess all items; if still gain, recognise at acquisition date
in profit or loss
should be considered
measurement period
Disclosure
Chapter 9
Introduction
Comment
Consideration transferred
Plus
Non-controlling interests
Less
Equals
principle
1 Recognition
conditions
Example 9.1
Recognition of identifiable liabilities
On 1 April 20.18 P Ltd acquired 90% of the shares of S Ltd. From that date
P Ltd had control over S Ltd as per the definition of control in accordance
with IFRS 10. On 1 April 20.18, S Ltd had correctly recognised a liability of
R350 000 in respect of a breach of contract that was previously filed against
the entity. Furthermore, on 1
April
20.18 P
Ltd. The
April
Chapter 9
This will give rise to the following pro forma consolidation journal entry (*):
Dr
Cr
R
1 April 20.18
350 000
Liability (SFP)
350 000
Comment
When remeasuring assets and liabilities of the acquiree to fair value on the
acquisition date in terms of IFRS 3, the pro forma remeasurement can be
recorded in any equity account of the acquiree. For ease of reference, the
authors refer to “equity at acquisition”. The specific equity account used is
not important, as at acquisition date the entire equity balance of the acquiree
(including any remeasurements) will be eliminated in the main elimination
journal, against the “investment in subsidiary”
(*) A pro forma journal entry is a journal entry that is not processed in the
separate financial statements of the acquirer or the individual financial
statements of the acquiree, but processed for the purposes of drawing up
consolidated financial statements. Pro forma journal entries therefore only
adjusts the consolidated financial statements and are processed to give effect
to IFRS 3 requirements and to eliminate intragroup transactions and balances
in accordance with IFRS 10.
Insurance Contracts.
The above contracts will be classified on the basis of the contractual terms
and other factors at the inception of the contract (or, if the terms of the
contract have been modified in a manner that would change the
classification of the contract, at the date of the modification, which may be
the acquisition date).
Example 9.2
On 1 January 20.19 P Ltd acquired a 75% interest in S Ltd. From that date P
Ltd had control over S Ltd as per the definition of control in accordance with
IFRS 10. On this date S Ltd also had, amongst others, the following assets
and contracts: l For the past few years, S Ltd has been leasing a building to P
Ltd. S Ltd classified the building as investment property as the building was
held for rental income.
Ltd, P
l P Ltd is occupying the building of S Ltd. Therefore, from the date of the
business combination, the building will be owner-occupied. For the
combined entity, the building shall be classified as property, plant and
equipment in accordance with IAS 16 Property, Plant and Equipment
instead of investment property.
l The lease will still be classified as a finance lease (based on the contractual
terms at the inception of the contract) even though the remaining lease term
(one year) may not be a major part of the remaining economic life (which is
two years).
The contractual-legal criterion is met when the intangible asset arises from
contractual or other legal rights.
Chapter 9
The acquirer will subsume (absorb) into goodwill the value of all intangible
assets that are not identifiable and all other assets that do not qualify as
assets at the acquisition date. This is consistent with the principle in IAS
38.68(b).
The recognition of intangible assets in accordance with IFRS 3 can be
summarised as follows:
Intangible assets
Identifiable
Not identifiable
Separable
Contract/Legal
Do not recognise
Recognise separately
Recognise separately
Included in
from goodwill
from goodwill
goodwill
Separable
customer relationships
literary works
continued
Construction permits
Franchise agreements
Broadcast rights
Service contracts
Unpatented technology
Patented technology
Example 9.3
On 1 January 20.19 P Ltd acquired a 100% interest in S Ltd. From that date
P Ltd had control over S Ltd as per the definition of control in accordance
with IFRS 10. On 1 January 20.19 S Ltd had, amongst others, the following
assets: Carrying
Fair
amount
value
R50 000
R62 000
R34
000
–
R18 000
Assembled workforce
R13 000
Goodwill R60
000
In-process research
R29 000
Chapter 9
The licences, patent and trademark are identifiable as they arise from
contractual or other legal rights. These items are recognised as intangible
assets at fair value (R62 000 and R34 000 respectively) as part of the
business combination.
The assembled workforce does not meet the definition of an asset as it is not
controlled (S Ltd does not have a contract with the collection of employees
as a whole). The assembled workforce cannot be sold separately and does
not meet the separability criterion. Therefore, the assembled workforce is
not separately recognised as an intangible asset. The value placed on the
assembled workforce is therefore subsumed into goodwill.
The goodwill of R60 000 arose due to a previous business combination. The
goodwill is not an identifiable intangible asset as it is not separable nor
contract/legal. The value placed on the goodwill is therefore also subsumed
into the goodwill that will be accounted for by P Ltd.
9.3 Measurement
principle
The acquirer shall measure the identifiable assets acquired and liabilities
assumed at their acquisition date fair values. Fair value is the price that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date, i.e.
acquisition date.
10
Example 9.4
S Ltd
Group
Difference
(1)886 276
Finance costs
(2)88 628
Debenture payment
(70 000)
R904 904
904 904
(3)935 206
30 302
Finance costs
(5)90 490
(4)84 169
(6 321)
Debenture payment
(70 000)
(70 000)
R925 394
R949 375
R23 981
(1)
(2)
(3)
(4)
935 206 × 9%
(5)
The pro forma consolidation journal entry at the date of acquisition will be
as follows: Dr
Cr
1 January 20.17
30 302
30 302
Remeasurement of debentures
The following consolidation journal entry will be required at the reporting
date (31 December 20.17):
Dr
Cr
Debentures (SFP)
6 321
6 321
11
Chapter 9
Comment
Income and expenses of the subsidiary are based on the amounts of the
assets and liabilities recognised in the consolidated financial statements at
the acquisition date. For example, depreciation expense recognised in profit
or loss after the acquisition date is based on the fair values of the related
depreciable assets recognised in the consolidated financial statements at the
acquisition date.
Example 9.5
P Ltd acquires a 100% interest in S Ltd on 1 January 20.15. From that date P
Ltd had control over S Ltd as per the definition of control in accordance with
IFRS 10. S Ltd owns a plant, with a carrying amount of R3 750 000, that is
leased to Z Ltd in terms of an operating lease, at an annual rental of R550
000 (a market-related rental is R450 000 per annum). The remaining period
of the lease is 10 years, while the remaining useful life of the plant is 25
years. The estimated fair value of the plant, based on a market-related rental
for 25 years, is equal to R5 million. Assume that the present value of the
favourable component of the lease contract with Z Ltd amounts to R560 000.
Ignore any tax consequences.
This will give rise to the following pro forma consolidation journal entry: Dr
Cr
R
1 January 20.15
1 810 000
1 810 000
12
[(5 000 000/25) + (560 000/10)] from a group perspective. In its individual
financial statements S Ltd will account for depreciation of R150 000 (3 750
000/25).
Cr
R
31 December 20.15
000
106 000
To protect its competitive position, or for other reasons, the acquirer may
intend not to use an acquired non-financial asset, or it may not intend to use
the asset according to its highest and best use. However, the acquirer shall
measure the fair value of the non-financial asset assuming its highest and
best use by market participants in accordance with the appropriate valuation
technique in accordance with IFRS 13 Fair Value Measurement.
Example 9.6
P Ltd acquires a 100% interest in S Ltd and has control over S Ltd as per the
definition of control in accordance with IFRS 10. S Ltd owns export licences
to export goods globally. The fair value of the global export licenses is
determined to be R900 000.
However, P Ltd intends to export only to Africa and determines the fair
value of the license to export to Africa only, at R390 000. Ignore any tax
consequences.
At the acquisition date, S Ltd also had an in-process research project with a
fair value of R140 000. P Ltd does not intend to continue with the research.
P Ltd does not intend to use the export license or in-process research
according to its highest and best use. Nevertheless for the business
combination, the export licences will be measured at R900 000 and the in-
process research project at R140 000. An impairment loss may probably be
recognised in the period after the business combination.
Chapter 9
The fair value of an intangible asset would be the price that would be
received to sell an asset in an orderly transaction between market
participants at the acquisition date.
Quoted market prices provide the most reliable estimate of the fair value of
an intangible asset. If such market prices are not available, the price of the
most recent similar transaction may provide a basis from which to measure
the fair value of the intangible asset, provided no significant changes have
occurred from the date of the most recent similar transaction to the
acquisition date.
l at fair value; or
l at the non-controlling interests’ proportionate share of the acquiree’s
identifiable net assets (i.e. not taking into account the fair value of the non-
controlling interests but basing the non-controlling interests on the net asset
value of the entity instead).
14
IFRS 3 Business combinations – Advanced aspects
Example 9.7
The equity of N Ltd consists of 100 000 ordinary shares and 10 000
preference shares.
The preference shares give their holders the right to a preferential dividend
before the payment of any dividend to the ordinary shareholders. On
liquidation of N Ltd, the preference shareholders are entitled to receive their
initial investment back before the remainder of the net assets are distributed
to the ordinary shareholders. The preference shareholders do not have any
further rights on liquidation. On 1 January 20.19 the ordinary and preference
shares were trading at R34 and R15 each respectively. On 1 January 20.19 P
Ltd acquired a 60% interest in N Ltd at a cost of R2,2 million. From that
date P Ltd had control over N Ltd as per the definition of control in
accordance with IFRS 10. P Ltd was willing to pay more than R34 per share
in order to gain control (60 000 shares × R34 = R2,04 million). The fair
value of the identifiable net assets of N Ltd amounts to R3,3 million at the
acquisition date.
P Ltd can elect to measure the 40% present ownership interest at its fair
value. Non-controlling interests will then amount to R1,51 million (40 000
shares × R34 plus 10 000
P Ltd can elect to measure the 40% present ownership interest at its share of
N Ltd’s identifiable net assets. Non-controlling interests will then amount to
R1,47 million (40%
Exceptions to the
Exceptions to the
recognition
recognition and
measurement
principle
measurement principles
principle
Contingent liabilities
l Reacquired right
and liabilities
l Share-based
l Employee benefits
payment awards
l Indemnification
l Non-current assets
assets
held for sale
acquiree is the
lessee
15
Chapter 9
Contingent liabilities
la
possible obligation that arises from past events and whose existence will be
confirmed only by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of the entity; or l a
present obligation that arises from past events but is not recognised because
it is either not probable that future economic benefits will be required to
settle the obligation or the amount of the obligation cannot be measured with
sufficient reliability (i.e. the definition of a liability is satisfied, but one or
both of the recognition criteria is not satisfied).
l it is a present obligation that arises from past events; and l its fair value
can be reliably measured.
(possible obligation)
Do not recognise
16
Example 9.8
Contingent liabilities
On 1 January 20.19 P Ltd acquired a 75% interest in S Ltd. From that date P
Ltd had control over S Ltd as per the definition of control in accordance with
IFRS 10. At this stage a claim for damages was filed against S Ltd for
damages caused by the company. S Ltd was defending the claim and its
lawyers were of the opinion that there was only a remote possibility that the
claim would succeed. Although the claim represents a present obligation (i.e.
S Ltd was responsible for damages caused), S Ltd did not recognise the
liability in its individual financial statements as the possibility of the outflow
of economic benefits was remote (i.e. not probable). The fair value of the
contingent liability was estimated at R45 000 at the acquisition date. Ignore
any tax consequences.
P Ltd would have taken this contingent liability into account in considering
the fair value of the identifiable net assets of S
A deferred tax asset or liability arising from the acquisition of the assets and
assumption of the liabilities in the business combination shall be recognised
and measured by the acquirer in accordance with IAS 12 Income Taxes. It is
important to note that the initial recognition exemption in respect of deferred
tax does not apply to temporary difference that arose from a business
combination. A deferred tax liability or asset is therefore recognised on all
temporary differences. The potential tax effects of temporary differences and
carry-forwards of an acquiree that exist at the acquisition date or arise as a
result of the acquisition shall also be recognised and measured in accordance
with IAS 12.
Example 9.9
Deferred tax
The date of the business combination of P Ltd and S Ltd is 1 March 20.19.
On this date the carrying amount of the plant of S Ltd was R700 000 and the
tax base was R600 000. The tax rate is 28%. S Ltd recognised a deferred tax
liability of R28 000 in respect of this plant. On 1 March 20.19 the fair value
of the plant was R730 000.
For the purpose of the business combination, the plant will be recognised at
its fair value of R730 000. The remeasurement of R30 000 (R730 000 –
R700 000) is recognised as equity at acquisition. An adjustment of R8 400
(R30 000 × 28%) is also recognised for the deferred tax liability.
Carrying
Tax
Temporary Deferred
Adjust-
amount
base
ment
Balance on
1 January 20.19
R700 000
R28 000
Business combination
R730 000
R600 000
R130 000
R36 400
R8 400
17
Chapter 9
On 31 December 20.19 S Ltd will recognise a deferred tax asset of R140 000
Employee benefits
The acquirer shall recognise and measure a liability or asset related to the
acquiree’s employee benefit arrangements in accordance with IAS 19
Employee Benefits.
Indemnification assets
The seller in the business combination (i.e. the acquiree) may contractually
indemnify the acquirer for the outcome of a contingency or uncertainty
related to all or part of a specific asset or liability. For example, a seller may
guarantee that an acquirer’s liability will not exceed a specified amount. As
a result, the acquirer obtains an indemnification asset. The acquirer shall
recognise the indemnification asset at the same time it recognises the
indemnified item, and measures the indemnification asset on the same basis
as the indemnified item, subject to the need for a valuation allowance for
uncollectible amounts. If the indemnified asset or liability is therefore
recognised at fair value on the acquisition date, the indemnification asset
will also be recognised at fair value on the acquisition date. If the
indemnification asset is measured at fair value, the uncertainty about future
cash flows because of collectability is included in the fair value and a
separate valuation allowance for uncollectible amounts is not necessary.
Example 9.10
Indemnification asset
P Ltd acquires a 60% interest in S Ltd on 1 July 20.15 from Q Ltd. From that
date P Ltd had control over S Ltd as per the definition of control in
accordance with IFRS 10. On this date S Ltd is also involved in a court case
in terms of which S Ltd may be liable to pay damages amounting to R2,5
million for violating Z Ltd's patent rights. Although S Ltd's lawyers are of
the opinion that the patent rights were indeed violated, there is a possibility
that the court's ruling may be in S Ltd's favour. It is therefore not possible to
predict the outcome of the court case on 1 July 20.15. Should the ruling not
be in S Ltd's favour, Q Ltd agrees contractually to reimburse S Ltd for 60%
of the damages 18
Cr
1 July 20.15
200 000
000
500 000
If there are indications at the end of the reporting period (31 December
20.15) that the claim will succeed and the amount of the claim is estimated
at R2 million, S Ltd will raise a provision of R2 million in its individual
financial statements, as the outflow of economic benefits are now probable.
S Ltd will then also recognise a reimbursement asset of R1,2 million (2
million × 60%). For consolidation purposes the liability should be measured
at the higher of R500 000 (amount initially recognised) and R2 million
(amount recognised in accordance with IAS 37) – therefore R2 million,
while an indemnification asset of R1,2 million should also be recognised. As
the individual financial statements of S Ltd already include the provision and
the reimbursement asset, it will be necessary to reverse the liability of R500
000 and indemnification asset of R300 000 recognised at acquisition date.
Cr
31 December 20.15
500 000
300 000
200 000
Chapter 9
Comment
The effect of the above two consolidation journals is that the P Ltd Group
recognises a liability of R500 000 and an asset of R300 000 on 1 July 20.15,
which are then adjusted to R2 million and R1,2 million respectively at 31
December 20.15. The adjustment of R600 000 is included in profit or loss
and consists of the net expense of R800 000
The acquirer shall recognise right-of-use assets and lease liabilities for leases
identified in accordance with IFRS 16 in which the acquiree is the lessee,
except for: l leases for which the lease term ends within 12 months of the
acquisition date; or l leases for which the underlying asset is of low value (as
described in IFRS 16).
The acquirer shall measure the lease liability at the present value of the
remaining lease payments (as defined in IFRS 16) as if the acquired lease
were a new lease at the acquisition date. The acquirer shall measure the
right-of-use asset at the same amount as the lease liability, adjusted to reflect
favourable or unfavourable terms of the lease when compared with market
terms.
Example 9.11
On 1 January 20.19 P Ltd acquired a 75% interest in S Ltd. From that date P
Ltd had control over S Ltd as per the definition of control in accordance with
IFRS 10. On 1 January 20.18, S Ltd signed a lease agreement as lessee in
respect of a specific building situated in a prime business area with Z Ltd.
The lease agreement stated that the lease payment of R50 000 per annum
was payable in arrears and, at the inception of the lease, S Ltd's incremental
borrowing rate was 16%. On 1 January 20.19 the remaining lease term was
five years, a market-related lease payment for similar buildings was R58 000
per annum and S Ltd's incremental borrowing rate reduced to 15%. Ignore
any tax consequences.
At acquisition date (1 January 20.19) P Ltd shall firstly measure the lease
liability and right-of-use asset at R167 608, calculated as Pmt = 50 000; i =
15%; n = 5; FV = 0 (the present value of the remaining lease payments as if
the acquired lease were a new lease at the acquisition date).
Comment
Secondly, P Ltd will adjust the value of the right-of-use asset to reflect the
favourable terms of the lease when compared with market terms. The
favourable component of the lease equals R26 817 (Pmt = (58 000 – 50
000); i = 15%; n = 5; FV = 0). Therefore, the fair value of the right-of-use
asset will be R194 425 (R167 608 + R26 817).
20
Comment
The fair value of the right-of-use asset can also be calculated as the present
value of the market-related instalments of R58 000 discounted at 15% (Pmt
= 58 000; i = 15%; i = 5; FV = 0).
S Ltd already accounted for the lease agreement in its individual accounting
records according to IFRS 16. Therefore, the pro forma consolidation journal
entries will account for the difference between the carrying amount of the
lease liability and right-of-use asset in S Ltd’s accounting records and the
fair value as calculated in accordance with IFRS 3.
S Ltd
Group
Difference
(1)163 715
(5)167 608
3 893
Finance costs
(2)26 194
(6)25 141
(1 053)
Lease instalment
(50 000)
(50 000)
R139 909
R142 749
R2 840
(3)153 531
(7)194 425
40 894
Depreciation
(4)(30 706)
(8)(38 558)
(8 179)
R122 825
R155 867
R32 715
The pro forma consolidation journal entry at the date of acquisition will be
as follows: Dr
Cr
R
R
1 January 20.19
894
3 893
37 001
Remeasurement of lease
Dr
Cr
Depreciation (P/L)
8 179
8 179
1 053
Finance costs (P/L)
1 053
21
Chapter 9
Reacquired rights
The acquirer can reacquire a right that it had previously granted to the
acquiree, such as the right to use one or more of the acquirer’s recognised or
unrecognised assets. This right is recognised separately from goodwill. An
example is the acquisition of the right to use its trade name under a franchise
agreement that the acquirer had previously granted to the acquiree.
The acquirer shall measure an acquired non-current asset held for sale (or
disposal group held for sale) at the acquisition date in accordance with IFRS
5 Non-current Assets Held for Sale and Discontinued Operations at fair
value less costs to sell (refer to IFRS 5.15–.18).
Example 9.12
Non-current assets held for sale
S Ltd classified a machine as held for sale on 31 March 20.15, when the
carrying amount of the machine amounted to R250 000 and the fair value
less costs to sell amounted to R275 000. P Ltd acquired an 80% interest in S
Ltd on 31 May 20.15, when the machine’s fair value less costs to sell
amounted to R287 500. From this date P Ltd had control over S Ltd as per
the definition of control in accordance with IFRS 10. At the reporting date
(30 June 20.15), the machine’s fair value less costs to sell decreased to R280
000. Ignore any tax consequences.
Dr
Cr
31 May 20.15
Non-current assets held for sale (SFP) (287 500 – 250 000) 37
500
37 500
Dr
Cr
30 June 20.15
7 500
Non-current asset held for sale (SFP) (287 500 – 280 000)
7 500
Consideration transferred
l the assets transferred by the acquirer (cash, property, plant and equipment,
investments, businesses or subsidiaries of the acquirer);
Example 9.13
On 1 January 20.15 P Ltd acquired a 55% interest in S Ltd. From that date P
Ltd had control over S Ltd as per the definition of control in accordance with
IFRS 10. The purchase price was settled as follows:
l The issue of 10 000 shares on 15 January 20.15. The fair value of these
shares amounted to R350 000 on 1 January 20.15 and R385 000 on 15
January 20.15.
l The transfer of land, with a carrying amount of R525 000. The fair value of
the land amounted to R700 000 on 1 January 20.15 and R787 500 on 31
January 20.15, when the transfer of the land was formally registered.
l As P Ltd did not have sufficient cash reserves, it was agreed that the
outstanding amount of R1 225 000 will be paid on 31 December 20.16. The
fair value of this liability amounted to R1 050 000 on 1 January 20.15.
Ignore any tax consequences.
23
Chapter 9
The fair value of the consideration transferred will amount to R3 850 000 (1
750 000
(cash) + 700 000 (land) + 350 000 (shares) + 1 050 000 (liability)). The fair
value of the land and shares should be determined at the acquisition date (1
January 20.15). The requirement to measure liabilities at fair value
necessitates the calculation of the present value whenever settlement of the
purchase consideration is deferred (the difference between the present value
(R1 050
(R1 225 000) should be accounted for as interest paid over two years, using
the effective interest method). The transfer of land will result in a gain of
R175 000
The journal entry to account for the acquisition of S Ltd in the separate
financial statements of P Ltd as well as in the consolidated financial
statements will be as follows:
Dr
Cr
3 850 000
Bank (SFP)
1 750 000
350 000
1 050 000
525 000
175 000
Comment
In the above example the land was transferred to the former owners of the
acquiree. If, however, the transferred assets or liabilities remain within the
combined entity after the business combination, for example, because the
assets or liabilities were transferred to the acquiree, and, therefore, the
acquirer retains control of them, the assets and liabilities should be measured
at their carrying amounts immediately before the acquisition date and no
gain or loss should be recognised. This will happen, for example, if the
acquirer obtains its interest in the acquiree directly from the acquiree instead
of its shareholders (the acquiree issues shares to the acquirer in exchange for
the transfer of an asset).
Example 9.14
The journal entry to account for the acquisition of S Ltd in the separate
financial statements of P Ltd is as follows:
Dr
Cr
1 125 000
1 125 000
24
The journal entry to account for the issue of the shares in the individual
financial statements of S Ltd is as follows:
Dr
Cr
1 575 000
1 575 000
Issuing of shares
S Ltd has issued shares worth R1 575 000 in exchange for land worth R1
575 000. In accordance with IAS 16.16 the land should be measured at its
purchase price, which is R1 575 000.
Dr
Cr
450 000
Property, plant and equipment (Land) (SFP)
450 000
l Minority veto rights lapse that previously kept the acquirer from
controlling an acquiree in which the acquirer held the majority voting rights.
The acquirer may agree to transfer additional equity interests, cash, or other
assets to the former owners of the acquiree after the acquisition date,
provided that specified events occur, for example if certain profit levels are
reached – this is referred to as contingent consideration. Contingent
consideration is defined as 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. The fair value of this contingent consideration as at
acquisition date should be included in the fair value of the total consideration
that the acquirer transfers in exchange for the acquiree (the fair value of the
contingent consideration reflects the probability that it will be paid).
25
Chapter 9
Contingent consideration may also give the acquirer the right to the return of
previously transferred considerations if specified future events occur or
conditions are met, for example where a portion of the purchase price will be
repaid if profits fall below a certain level. Contingent considerations
receivable should be taken into account when measuring the total
consideration relating to the business combination. This will be accounted
for as a reduction in the total consideration transferred and the fair value
thereof will reflect the probability that it will be received. The right to
receive this contingent consideration should be classified as an asset.
Subsequent changes may occur in the fair value of the assets and liabilities
recognised for consideration receivable or payable. If these changes result
from additional information obtained after the acquisition date regarding
circumstances that already existed at acquisition date, the financial
statements should be corrected retrospectively, provided the adjustment is
made within one year from acquisition date. This is referred to as a
measurement period adjustment. Changes in fair value, resulting from events
that occurred only after the acquisition date, such as share price and profit
targets being met, are not regarded as measurement period adjustments and
are not accounted for retrospectively. Instead, these changes in fair value are
accounted for as follows:
Comment
Example 9.15
On 1 January 20.15 P Ltd acquired a 60% interest in S Ltd. From that date P
Ltd had control over S Ltd as per the definition of control in accordance with
IFRS 10. At 1 January 20.15 the fair value of the identifiable net assets of S
Ltd amounted to R375 000, while the fair value of the 40% non-controlling
interests amounted to 26
l P Ltd also agreed to pay the previous owners of S Ltd an additional amount
of R75 000 in cash if the earnings of S Ltd increases by more than 10% per
year for two consecutive years. On 1 January 20.15 the fair value of this
obligation is estimated at R57 500 (taking into account the probability of
meeting the earnings target, as well as the time value of money).
P Ltd recognised the equity investment in S Ltd in its separate records using
the cost price method.
In its separate financial statements, P Ltd will process the following journal
entry on 1 January 20.15:
Dr
Cr
557 500
Bank (SFP)
500 000
Cr
R
7 500
Financial liability at fair value through profit or loss (SFP) (65 000 – 57 500)
7 500
contingent consideration
Dr
Cr
J1
10 000
10 000
J2
Bank (SFP)
75 000
27
Chapter 9
Dr
Cr
375 000
307 500
557 500
Dr
Cr
J1
10 000
10 000
contingent consideration
J2
75 000
If the parties agreed that P Ltd will settle the contingent consideration by
issuing 6 000
Cr
557 500
Bank (SFP)
500 000
57 500
Cr
R
57 500
57 500
28
Example 9.16
At the acquisition date, an estimate should be made of the fair value of the
contingent consideration (the amount that may be received from the sellers).
The fair value should take into account the time value of money, as well as
the probability that the amount will be received. If it is assumed that the fair
value of this receivable is R25 000 (low fair value as it is expected that
profits will exceed R500 000 per annum), the fair value of the total
consideration will amount to R2,475 million (2,5 million – 25 000).
2 475 000
25 000
Bank (SFP)
2 500 000
If expectations at acquisition date are that the profit targets will be reached
but, due to an increase in interest rates subsequent to acquisition date there is
a downward trend in the economy, resulting in the targets not being met, the
fair value of the consideration should not be adjusted retrospectively.
Instead, the difference between the initial fair value of R25 000 and the
amount received of R150 000 (6% × R2,5 million) should be recognised in
profit or loss.
Comment
If, after the acquisition date, information is obtained which confirms that the
sellers of the interest in S Ltd supplied fraudulent profit forecasts to P Ltd
during negotiations and that, based on the correct information as at
acquisition date, the profits of S Ltd will definitely not exceed R500 000 per
annum, the fair value of the consideration transferred should be adjusted
retrospectively, by restating comparatives as the fraudulent information
meets the definition of a prior period error in accordance with IAS 8.
Example 9.17
Chapter 9
The fair value of the consideration transferred is R265 000 and consists of
the fair value of the 10 000 shares issued on 1 January 20.15, amounting to
R250 000 (10 000 × 25) as well as the fair value of the contingent
consideration of R15 000. The obligation to issue additional shares if the
share price decreases represents a financial liability, as the number of shares
issued depends on the extent of the reduction in the share price.
The following journal entries will appear in the separate financial accounts
of P Ltd:
Dr
Cr
R
J1
1 January 20.15
265 000
250 000
15 000
J2
31 December 20.15
000
85 000
J3
100 000
Settlement of liability
Measurement period
In the sections above, it was indicated that the acquirer needs to identify and
recognise all the assets and liabilities of the acquiree. Furthermore, the fair
value of the various assets, liabilities, non-controlling interests,
consideration, etc., needs to be obtained.
From a practical point of view, one should bear in mind that all these
requirements are very time-consuming. The measurement period in IFRS 3
therefore allows the acquirer some leeway to finalise all the required
procedures to complete the accounting of the business combination properly.
During the measurement period, the acquirer shall retrospectively adjust the
provisional amounts recognised at the acquisition date to reflect new
information obtained about facts and circumstances that existed at the
acquisition date that, if known, would have affected the measurement of the
amounts recognised at the acquisition date.
During the measurement period, the acquirer shall also recognise additional
assets and liabilities if new information is obtained about facts and
circumstances that existed at the acquisition date that, if known, would have
resulted in the recognition of those assets and liabilities at the acquisition
date.
30
The shorter the time period between the estimate of the provisional amount
at the acquisition date and the receipt of additional information about the
provisional amount in the measurement period, the more likely the new
information will relate to a circumstance that existed at the acquisition date.
The opposite is also true.
After the measurement period ends, the acquirer shall revise the accounting
for a business combination only to correct an error in accordance with IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors.
Example 9.18
The business combination was effected through the transfer of R1,5 million
in cash and through the transfer of another investment to the seller. The other
investment was provisionally valued at R300 000.
The non-controlling interests are measured at its proportionate share of the
acquiree’s identifiable net assets at the acquisition date.
P Ltd recognised the equity investment in S Ltd in its separate records using
the cost price method.
By 31
December
1 800 000
1 350 000
3 150 000
Less: Net identifiable assets acquired (R2,4 million + R600 000) (3 000 000)
Goodwill (provisional)
R150 000
During March 20.19 P Ltd obtained the final valuation reports from an
expert. The fair value of plant on 1 December 20.18 was R650 000, while
the fair value of the investment transferred was R290 000. Furthermore, P
Ltd did not identify any additional assets acquired or liabilities assumed as at
1 December 20.18.
31
Chapter 9
The final goodwill from the business combinations at 1 December 20.18 will
be calculated as follows:
1 790 000
1 372 500
3 162 500
Less: Net identifiable assets acquired (R2,4 million + R650 000) (3 050 000)
Goodwill (final)
R112 500
(i.e. R150 000 – R112 500) to reflect the true goodwill of R112 500 as at the
date of the acquisition (1 December 20.18).
Dr
Cr
1 December 20.18
150 000
1 350 000
1 800 000
The provisional amounts used for the valuation of the plant and the
investment transferred will be retrospectively adjusted to the final valuation
amounts in the subsequent financial period. Consolidation journals are
repeated every year and therefore the final valuation amounts will be used
in the 20.19 elimination journal.
Dr
Cr
31 December 20.19
3 050 000
112 500
Non-controlling interests (SCE/SFP)
1 372 500
1 790 000
Example 9.19
At that date the machinery of S Ltd had a remaining useful life of five years
and carrying amount of R500 000. P Ltd sought an independent appraisal for
the machinery owned by S Ltd, which was only finalised during March
20.16. Initially the value of the 32
P Ltd recognised the equity investment in S Ltd in its separate records using
the cost price method.
Dr
Cr
J1 Machinery
(SFP)
000
100 000
value
J2
2 100 000
70 000
Non-controlling interests (SCE/SFP)
000
1 750 000
acquisition
J3 Depreciation
(P/L)
667
1 667
remeasurement
J4
333
333
Non-controlling interests in additional depreciation
for 20.15
The provisional amount used for the machinery will be corrected in the
20.16 financial statements by means of a retrospective adjustment, as the
amount is finalised within 12 months from the acquisition date.
Cr
J1 Machinery
000
175 000
continued
33
Chapter 9
Dr
Cr
R
R
J2
2 175 000
10 000
435 000
1 750 000
acquisition
J3
917
2 917
remeasurement
J4
Non-controlling interests (SCE/SFP) (2 917 × 20%) 583
583
for 20.15
J5
000
35 000
remeasurement
J6
000
7 000
for 20.16
At that date the machinery of S Ltd had a remaining useful life of five years
and carrying amount of R500 000. P Ltd sought an independent appraisal for
the machinery owned by S Ltd, which was only finalised during March
20.16. Initially the value of the plant was estimated at R600 000, but the
appraisal indicated a fair value of R675 000 (the difference in fair value
related to circumstances that existed at acquisition date).
P Ltd recognised the equity investment in S Ltd in its separate records using
the cost price method.
When preparing the consolidated financial statements for the year ended 31
December 20.15, a value of R600 000 will be allocated to the plant.
34
Dr
Cr
J1 Machinery
(SFP)
000
100 000
value
J2
2 100 000
90 000
440 000
1 750 000
Elimination of investment against equity at
acquisition
J3 Depreciation
(P/L)
667
1 667
remeasurement
J4
333
333
for 20.15
The provisional amount used for the machinery will be corrected in the
20.16 financial statements by means of a retrospective adjustment, as the
amount is finalised within 12 months from the acquisition date.
J1 Machinery
000
175 000
J2
2 175 000
15 000
440 000
1 750 000
acquisition
J3
917
2 917
remeasurement
continued
35
Chapter 9
Dr
Cr
J4
583
for 20.15
J5
000
35 000
remeasurement
J6
000
7 000
Non-controlling
interests
in additional depreciation
for 20.16
Comment
The pro forma fair value remeasurement and elimination journal entries
(Journal 1 and 2) could also have been combined into one journal:
Dr
Cr
R
1 December 20.15
Machinery (SFP)
175 000
2 000 000
15 000
1 750 000
440 000
Self-assessment question
Question 9.1
P Ltd is a new company listed on the JSE Limited. The company primarily
invests in a number of diversified subsidiaries. All the companies in the
group have a 30 September reporting period. P Ltd acquired an 87% holding
in S Ltd on 1 October 20.19 from X Ltd. From that date P Ltd had control
over S Ltd as per the definition of control in accordance with IFRS 10. The
purchase agreement stipulated that the 87% interest in S Ltd must be settled
as follows:
l A cash payment of R12 million was made to X Ltd on 1 October 20.19.
l P Ltd transferred land to X Ltd. The land has a fair value of R50 million
and a carrying amount of R42 million on 1 October 20.19. The fair value
increased to R55 million on 15 October 20.19 when transfer was formally
registered with the Deeds Office.
36
20.19 to
31 March 20.23, increase by 150% above the current level. The probability
of this at 1 October 20.19 is 45%. The fair value of this obligation, taking
into account the probability and time value of money, is R3 198 066.
l P Ltd issued 200 000 call options on its own shares to X Ltd on 1 October
20.19.
The options entitle X Ltd to take up 200 000 ordinary shares in P Ltd on 30
September 20.20 at an exercise price of R7 per share. If the share price of P
Ltd drops before or on 31 March 20.20, additional options will be issued to
X Ltd in order to maintain the original value of the options issued.
l An amount of R100 000 was paid to an attorney for the valuation of S Ltd’s
assets.
These costs were included in the cash amount of R12 million paid by P Ltd.
5 000 000
Reserves
55 957 000
Total equity
The net asset value of S Ltd is considered to be fairly valued with the
exception of the following:
Carrying
Fair
Residual
Cost
amount
value
value
Land
R19 million
R19 million
R25 million
Buildings
R32 million
R28 million
R44 million
R36 million
It is the accounting policy of both P Ltd and S Ltd to account for property,
plant and equipment using the cost price model in accordance with IAS 16
Property, Plant and Equipment.
l At acquisition S Ltd is facing legal action from Y Ltd due to a deal that
went sour.
The amount of the claim is R5 million. The legal advisors of S Ltd are of the
opinion that there is a 30% chance that the claimant will be successful with
its case. After talks with their legal team S Ltd is contemplating taking out
insurance to cover the claim. An independent insurer has quoted a once-off
premium of R750 000. The SARS will not allow any deductions relating to
the claim or the once-off premium.
l The success of S Ltd is largely due to its workforce. Their staff has been
trained by the best to be the best. P Ltd has taken note of this, and it is as a
crucial reason for acquiring S Ltd. S Ltd has determined that to replace their
current workforce would cost R6 million (P Ltd accept this as the fair value).
l Another reason why P Ltd was interested in S Ltd is their huge customer
data base. The attorney determined the fair value of the customer data base
at R5 million. It can be assumed that customer data bases are frequently
exchanged.
S Ltd has signed confidentiality agreements with all its customers preventing
them from exchanging information with third parties.
37
Chapter 9
Additional information
l Assume a tax rate of 28% and a capital gains tax inclusion rate of 80%.
1 October 20.19
R15
31 March 20.20
R14,20
1 October 20.19
R6
31 March 20.20
R5,30
1 October 20.19
R9
Required
(a) Prepare the journal entry to account for the acquisition of S Ltd, as
required in the separate financial statements of P Ltd on 1 October 20.19, in
accordance with IFRS 3 Business Combinations.
Cr
1 October 20.19
284
Bank (SFP)
12 000 000
16 934 218
Land (SFP)
42 000 000
8 000 000
3 198 066
1 200 000
38
Comment
The consideration transferred may include assets of the acquirer that have
carrying amounts that differ from their fair values at the acquisition date. If
so, the acquirer shall remeasure the transferred assets or liabilities to their
fair values and recognise the resulting gains or losses in profit or loss.
However, sometimes the transferred assets remain within the combined
entity after the business combination and the acquirer therefore retains
control of them. In this situation, the acquirer shall measure those assets at
their carrying amounts immediately before the acquisition date and shall not
recognise a gain or loss.
Dr
Cr
1 October 20.19
5 000 000
55 957 000
6 000 000
16 000 000
750 000
5 600 000
18 325 284
83 232 284
11 700 000
Calculations
C3 Owner-occupied property
Land Building
44 000 000
19 000 000
28 000 000
6 000 000
16 000 000
(C3.1)
(C3.2)
39
Chapter 9
C4 Deferred tax
Carrying
Tax
amount
base
difference
6 000 000
6 000 000
remeasurement
4 000 000
4 000 000
1 120 000
Cost to residual
4 000 000
4 000 000
(*)896 000
Above residual
8 000 000
–
8 000 000
2 240 000
16 000 000
16 000 000
4 256 000
Contingent liability
750 000
750 000
5 600 000
C5 Non-controlling interests
40
10
IFRS 10
– Control
Introduction
10.1
Overview of the topic ...............................................................................
43
10.2 Investment
entities
...................................................................................
43
Example
10.1:
45
Control
...............................................................................................................
45
10.3
46
Example 10.2:
47
10.4
Example
10.3:
Example
10.4:
50
Example 10.5:
51
Example 10.6:
52
Example
10.7;
Potential
53
10.5
Exposure to variable returns from an investee ........................................
54
10.6
54
Example 10.8:
55
10.7
56
10.8
56
Self-assessment question
Question 10.1
........................................................................................................
57
41
Introduction
10.1 Overview of the topic
l set out how to apply the principle of control to identify whether an investor
controls an investee and therefore must consolidate the investee;
10.2 Investment
entities
IFRS 10 specifically states that investment entities are excluded from the
requirement to prepare consolidated financial statements. Investment entities
are defined as an entity that:
l obtains funds from one or more investors for the purpose of providing
those investor(s) with investment management services;
l commits to its investor(s) that its business purpose is to invest funds solely
for capital appreciation, investment income, or both; and
Investment entities also have the following typical characteristics that should
be considered when assessing if an entity is an investment entity: l the entity
has more than one investment;
l the entity has investors that are not related parties of the entity; and l the
entity has ownership interests in the form of equity or similar interests.
43
Chapter 10
l the entity is not required to assess control in terms of IFRS 10; l the entity
is not required to apply IFRS 3 Business Combinations; and l the entity is
not required to consolidate its subsidiaries.
Instead the entity will measure their investments in subsidiaries at fair value
through profit or loss in accordance with IFRS 9 Financial Instruments.
If the circumstances and facts indicate that there were changes to one or
more of the elements that make up the definition of an investment entity, or
to the typical characteristics of an investment entity, the investor should
reconsider the investment entity classification. Any change in the status of
the investment entity classification shall be accounted for prospectively from
the date at which the change in status occurred.
l if the investment entity does not have one or more of the typical
characteristics of an investment entity, it shall disclose its reasons for
concluding that it is nevertheless an investment entity;
l the terms of any contractual arrangements that could require the entity or
its unconsolidated subsidiaries to provide financial support to an
unconsolidated, controlled, structured entity, including events or
circumstances that could expose the reporting entity to a loss;
44
IFRS 10 Consolidated financial statements – Control
Example 10.1
Investment entities
P Ltd was established to manage retirement funds. P Ltd also uses fair value
measurement to gauge their performance and invests in various local
companies. P Ltd has more than one investment, more than one investor, it
does not appear if the parties are related and P Ltd invests in equity. P Ltd
therefore meets the definition of an investment entity.
P Ltd shall thus not consolidate S Ltd, but will instead measure the
investment in a subsidiary at fair value through profit or loss in accordance
with IFRS 9 Financial Instruments.
Comment
IFRS 10.B85A–.B85W provides detail guidance on the assessment of an
investment entity.
Control
between
Exposure to
Power
power and
Control
variable returns
(chapter 10.4)
returns
(chapter 10.5)
(chapter 10.6)
Taking into account the purpose and design of the investee (chapter 10.3)
45
Chapter 10
Comment
Comment
It may even happen that an investor gains or loses power over an investee
without any action taken by the investor. For example, an investor can gain
power over an investee because decision-making rights held by another party
or parties that previously prevented the investor from controlling an investee
have lapsed.
The purpose and design of the investee impacts the determination of control.
Although the purpose and design of the investee is not an element of the
control definition, it is the primary consideration when accessing control. An
investor shall consider the purpose and design of the investee in order to
identify:
l the
relevant
activities;
l who has the current ability to direct those activities; and l who receives
returns from those activities.
Comment
46
Example 10.2
The only assets of S Ltd are the debtors. When the purpose and design of S
Ltd are considered, it is determined that the only relevant activity is
managing the debtors upon default. The party that has the ability to manage
the defaulting debtors has power over S Ltd, irrespective of whether any of
the debtors are currently recoverable or not.
Identify the
relevant
Yes
activities of the
investee.
Does the
The investor
investor hold
Through voting
does not
more than ½
relevant
rights
control the
activities of the
of the voting
protective?
investee
investee
rights?
directed?
No
Yes
investors? Or
Through a
contractual
relevant activities? Or
agreeement
unilaterally? Or
1 Existing
rights
Power arises from rights. The rights that may give an investor power can
differ between investees. Rights that, either individually or in combination,
can give an investor power include:
47
Chapter 10
Comment
activities
It is important to note that the investor should have control over the relevant
activities of the investee. IFRS 10 defines relevant activities, as activities of
the investee that significantly affect the investee’s returns. This implies that
the investor, who ultimately can direct the relevant activities, would control
the investee. Activities that, depending on the circumstances, can be relevant
activities include:
Comment
3 Substantive
rights
l Whether there are any barriers that prevent the holder from exercising the
rights, for example, financial penalties that would prevent or deter the holder
from exercising its rights.
l When the exercise of rights requires the agreement of more than one party,
or when the rights are held by more than one party, whether a mechanism is
in place that provides those parties with the practical ability to exercise their
rights collectively if they choose to do so. The lack of such a mechanism is
an indicator that the rights may not be substantive. The more parties that are
required to agree to exercise the rights, the less likely it is that those rights
are substantive.
l Whether the party or parties that hold the rights would benefit from the
exercise of those rights, for example, the holder of potential voting rights in
an investee shall consider the exercise or conversion price of the instrument.
48
Comment
Potential voting rights (refer below) are also only considered when those
rights are substantive.
Example 10.3
Substantive rights
P Ltd is considered to have the practical ability to settle the option. The
option will only be settled in 25 days. However, the existing shareholders are
unable to change the existing policies over the relevant activities because a
special meeting cannot be held for at least 30 days, at which point the option
will have been settled. There are also no barriers preventing P Ltd from
settling the option.
On 1 April 20.18 P Ltd’s option is a substantive right that gives P Ltd the
current ability to direct the relevant activities even before the option is
settled. Therefore, P Ltd has rights that are essentially equivalent to the
majority shareholder in S Ltd.
Comment
If however the exercise price of the option is substantively more than the
current share price of S Ltd, the option would not be a substantive right as P
Ltd would not benefit from exercising the right.
4 Protective
rights
l the right of a lender to seize the assets of a borrower if the borrower fails to
meet specified loan repayment conditions.
49
Chapter 10
Example 10.4
Protective rights
P Ltd holds a 55% interest in S Ltd and another shareholder B Ltd holds the
remaining 45%. The shareholders agreement between P Ltd and B Ltd states
that B Ltd is responsible for the day to day running of S Ltd and approval
from P Ltd will only be required if S Ltd required additional funding. The
terms of the shareholders agreement can only be changed with the approval
of both parties.
P Ltd holds more than half of the voting rights of S Ltd. P Ltd has the right
to restrict S Ltd from undertaking activities that could significantly change
the credit risk (through additional funding) of S Ltd to the detriment of P
Ltd. Another entity, B Ltd, has existing rights that provide them with the
right to direct the relevant activities of S Ltd. P Ltd can also not change the
shareholders agreement without the approval of B Ltd. Thus although P Ltd
holds the majority of the voting rights of S Ltd, it only holds protective
rights and does not have power over S Ltd.
Comment
Because protective rights are designed to protect the interests of their holder
without giving that party power over the investee to whom those rights
relate, an investor that holds only protective rights cannot have power or
prevent another party from having power over an investee.
5 Franchises
A franchise agreement for which the investee is the franchisee often gives
the franchisor rights that are designed to protect the franchise brand.
Franchise agreements typically also give franchisors some decision-making
rights with respect to the operations of the franchisee.
investor
holds
more than half of the voting rights of an investee; l the voting rights are
substantive; and
l voting
rights
direct the relevant activities (refer to chapter 10.4, point 2) of the investee
or the voting right may appoint the majority of the executive management of
the investee.
Example 10.5
S Ltd was incorporated by the local municipality to install prepaid water and
electricity meters at residential properties. P Ltd, a manufacturer of prepaid
water and electricity meters acquired a 60% interest in S Ltd from the
municipality. The shareholders agreement between the municipality and P
Ltd stipulates the following terms: l Each share entitles the holder to one
vote.
l The board of directors will comprise of two nominees of P Ltd and the
municipality each.
l S Ltd will purchase all the meters from P Ltd at a fixed price. The fixed
price can only be changed with the approval of the municipality.
l The municipality will determine the selling and installation price of the
meters.
In general P Ltd will be regarded as having power over S Ltd, as P Ltd own
60% (each share entitle the holder to one vote) of the total voting rights,
which constitutes the majority of the voting rights. However, although P Ltd
owns the majority of the voting rights, the shareholders agreement stipulate
the municipality will determine the selling and installation price of the
prepaid meters and will have to approve any change into the input cost of S
Ltd’s inventory. These activities are deemed to be the relevant activities, as
they significantly affect the returns of S Ltd; therefore, the relevant activities
are directed by the municipality through the shareholders agreement. P Ltd
does not have the power of S Ltd as it does not have the power to direct the
relevant activities that significantly affects the returns of S Ltd.
Comment
Power over the investee can therefore not be automatically assumed if the
investor merely owns more than 50% of the shares in an investee. Other
factors should also be considered to determine control over an investee.
51
Chapter 10
l a contractual arrangement between the investor and other vote holders, for
example a contractual arrangement might ensure that the investor can direct
enough other vote holders on how to vote to enable the investor to make
decisions about the relevant activities;
l rights arising from other contractual arrangements, for example a
contractual arrangement in combination with voting rights may be sufficient
to give an investor the current ability to direct the relevant activities of the
investees; l voting rights, if the voting rights provides the investor the
practical ability to direct the relevant activities unilaterally; or
Example 10.6
S Ltd has 1 million shares in issue and each ordinary share entitles the holder
to one vote at shareholders’ meetings. S Ltd’s operating and financial
policies are determined by the company’s Board of Directors. All the
directors of S Ltd are appointed by the shareholders at annual general
meetings by simple majority vote.
31 May 20.14
31 May 20.13 31
May
20.12
in person or by proxy
90%
92%
87%
On 1 January 20.15 P Ltd acquired 49% of the shares of S Ltd in the open
market. The remaining shares were widely held by shareholders holding less
than 1% each of the share capital.
The relevant activities of S Ltd are the operational and financial activities of
the company. Changes through the operational and financial policies will
affect the investee’s returns. From the information provided it is evident that
the board of directors make the operating and financial decisions and in turn
they direct the relevant activities of S Ltd. Directors are appointed by the
shareholders by a simple majority vote on shareholder meetings. Therefore,
a majority shareholder vote (>50%) at meetings would enable the
appointment of the directors and implicitly gain power over the relevant
activities of S Ltd. However, no single investor holds the majority of the
voting rights.
52
Attendance at shareholders’ meetings reveals that during the last three years,
on average no more that 90% of shareholders were present at the shareholder
meetings.
Therefore, any shareholder who holds more than 45% (50% of the 90%
voting rights at a shareholders’ meeting) of the voting rights would be
considered to have the majority vote. As P Ltd acquired 49% of the shares of
S Ltd, P Ltd will be deemed to have power over S Ltd even without holding
the majority of the voting rights.
Comment
Example 10.7
P Ltd owns 42% of the issued share capital of S Ltd. S Ltd issued share
capital consist of 1 000 shares and each share qualifies for one vote. P Ltd
also holds 400 convertible debentures in S Ltd. The convertible debentures
are convertible at any time at the discretion of the holder. Two debentures
are convertible into one share and the debentures are currently convertible.
If the debentures are converted S Ltd’s issued share capital will increase to 1
200
shares and P Ltd’s investment in S Ltd will increase to 620 shares (420
previously owned shares and 200 converted shares). P Ltd will therefore
own 52% (620/1200) of S Ltd.
For that reason, P Ltd has power over S Ltd even though the convertible
debentures have not yet been converted as P Ltd’s potential voting power of
52% constitutes more than half of the total voting power (assuming there are
no other contractual agreements or rights that dictate otherwise).
Comment
53
Chapter 10
Comment
Although only one investor can control an investee, more than one party can
share in the returns of an investee, for example, holders of non-controlling
interests can share in the profits or distributions of an investee. The investor
who controls the investee has the power to influence the performance of the
investee (through its decisions regarding the relevant activities) which will
result in variable returns to the controlling investor and other investors.
An investor controls an investee if the investor not only has power over the
investee, and exposure to variable returns from its involvement with the
investee, but also has the ability to use its power to use its power to affect
the investor’s returns from its involvement with the investee. There must be
a connection between the power and variable returns.
Agent classification
An investor may use its power over the investee itself, or it may appoint an
agent to exercise its power on its behalf. When an investor with decision-
making rights assesses whether it controls an investee, it shall determine
whether it is a principal or an agent.
An agent is a party that acts on behalf of and for the benefit of another party
namely 54
IFRS 10 Consolidated financial statements – Control
Power:
Exposure to
Variable returns
Principal
decision-making
variable returns
rights
Variable
Power:
Exposure to
returns for
Agent
decision-making
variable returns
other party's
rights
benefit
Comment
Example 10.8
Investor acting as agent or principal
P Ltd must make decisions in the best interests of all investors. P Ltd is paid
fixed and performance-related fees that are proportionate to the services
provided. In addition, the remuneration aligns the interests of the fund
manager with those of the other investors (the fund manager’s fee is based
on the fund’s performance). Although P Ltd does have decision-making
powers over the fund, it does so under the governing agreement as set up by
the investors. P Ltd can also be removed as decision-maker by 55
Chapter 10
the investors if they are not satisfied with the fund’s performance. P Ltd is
acting as an agent and therefore does not control the fund.
If P Ltd also has a significant investment in the fund, it can be argued that P
Ltd is exposed to variable returns that may arise from the activities of the
fund. Together with P Ltd’s decision-making authority it may be concluded
that P Ltd does control the fund.
l evaluate the nature of, and changes, in the risks associated with its interest
in the inconsolidated structured entity.
Comment
of
control
assessment
56
Self-assessment question
Question 10.1
Beta Ltd grows coffee beans and supplies coffee beans exclusively to Alpha
Ltd.
R150 000
R30 000
Retained earnings
R340 000
The unlisted convertible preference shares were issued on 1 August 20.10
and are mandatorily convertible into 50 000 Beta Ltd ordinary shares on 31
July 20.16. The preference shares are not convertible prior to that date. The
holders of the preference shares do not have voting rights except on matters
that directly affect their rights. The preference shares had a fair value of R1,2
million on 30 September 20.15. The company’s founder, Mr B, has held the
preference shares since 1 August 20.10.
Required
Ltd as at
30 September 20.15.
Power
An investor has power over an investee when the investor has existing rights
that give it the current ability to direct the relevant activities (IFRS 10.10).
When assessing whether Alpha Ltd’s voting rights are sufficient to give it
power over Beta Ltd, all facts and circumstances should be considered,
including potential voting 57
Chapter 10
Because protective rights are designed to protect the interests of their holder
without giving that party power over the investee, an investor that holds only
protective rights cannot have power or prevent another party from having
power over an investee.
Mr B’s preference shares are protective rights as he can only vote on matters
that directly affect his rights as a preference shareholder and are therefore
the preference shares are not included in the assessment of control over Beta
Ltd.
In light of all of the above, Alpha Ltd does have power over Beta Ltd.
Alpha Ltd has existing rights (voting rights and rights to appoint key
management personnel) through which it is exposed to variable returns
(dividends).
Conclusion
The voting rights and contractual agreement, together with the exposure to
variable returns and the ability to affect the amount of the returns, results in
Alpha Ltd having control over Beta Ltd. Beta Ltd is a subsidiary of Alpha
Ltd.
58
11
Investments in associates
11.1 Background
..............................................................................................
62
11.2 Significant
influence
.................................................................................
62
63
11.3 Equity
method
..........................................................................................
63
11.4
67
69
Example
11.2:
71
Example 11.3:
76
Example 11.4:
80
Example 11.5:
86
Example 11.6:
92
Example 11.7:
98
Example 11.8:
104
Example 11.9:
109
113
11.5
116
11.6 Impairment
losses
....................................................................................
117
11.7
119
11.8 Disclosure
................................................................................................
119
59
Chapter 11
11.9
121
121
Example
11.12:
Acquisition
of
126
130
136
Self-assessment questions
140
145
60
Investments in associates and joint ventures INVESTMENTS IN
ASSOCIATES (IAS 28)
Definitions
Accounting
treatment
Associate
since acquisition
Cost
Equity method
value adjustments.
Changes in equity
adjust:
• depreciation or amortisation;
Significant influence
income of associate.
limited to Rnil;
future;
information.
policies.
l In terms of IFRS 9.
or
difference).
significant influence:
IFRS 9.
61
Chapter 11
Introduction
11.1 Background
Comment
The examples in this chapter refer only to associates, but they would be
equally applicable if the investee was a joint venture, since the equity
method is applied
ventures, less than 20% of the voting power of the investee, it is presumed
that the investor does not have significant influence, unless such influence
can be clearly demonstrated. A substantial or majority ownership by another
investor does not necessarily preclude an investor from having significant
influence.
An entity may own share warrants, share call options, debt or equity
instruments that are convertible into ordinary shares that h
give the entity additional voting power or reduce another party’s voting
power over the financial and operating policies of another entity, and should
thus be considered in establishing whether an investor has control or
significant influence over an investee (this is called potential voting rights).
associates in the group hold are not taken into account. Potential voting
rights that are exercisable or convertible only at a future date or only upon
the occurrence of a future event are also not brought into the assessment.
The facts and circumstances surrounding the potential voting rights
instruments should be considered in the assessment. However, the intention
of management and the financial capability to exercise or convert are not
taken into consideration (IAS 28.7–8).
Comment
P Ltd holds 15% of the issued ordinary share capital of A Ltd, but also has
an option to acquire a further 10% of A Ltd’s ordinary share capital. As P
Ltd potentially owns 25% of
the voting rights, it is assumed thatt P Ltd has significant influence over A
Ltd, provided that the option is presently exercisable, resulting in A Ltd
being an associate of P Ltd.
However, when A Ltd’s results, assets and liabilities are equity accounted
for, only the 15% existing interest will be taken into account and not the
potential interest of 25%.
Chapter 11
• the debt and equity instruments of the investor are not traded in a public
market; and
• the investor is not in the process of filing its financial statements with a
securities commission in order to issue the instruments in a public market;
and
l the portion of prior year adjustments in the investee since the date of
acquisition; and
The equity method therefore involves the inclusion of only the investment in
the associate in the consolidated statement of financial position and only the
investor’s share of profit and other comprehensive income in the
consolidated statement of profit or loss and other comprehensive income.
The associate’s individual assets, liabilities, income and expenses are not
separately included in the consolidated financial statements.
64
purchase
l Treatment of reserves
Impairment losses
l Losses of an associate
l Intragroup transactions
l Associates in horizontal/vertical
groups
Disclosure
l Piecemeal acquisition
l Disposal of interest
l the excess of the cost of the investment over the investor’s share in the fair
value of the net assets of the associate on the acquisition date is recognised
as goodwill.
Chapter 11
Example 11.1a
Ltd
A Ltd
Group
Profit
188 000
100 000
12 000
200 000
100 000
(50 000)
106 000
50 000
R106 000
R50 000
91 000
50 000
Non-controlling interests
15 000
R106 000
R50 000
Retained
earnings
P Ltd
A Ltd
Group
79 000
70 000
Dividends
(50 000)
(30 000)
91 000
50 000
R120 000
R90 000
67
Chapter 11
Additional information
1 On 1 January 20.12, P Ltd acquired a 40% equity interest in A Ltd for R84
000.
Since the acquisition date, P Ltd has exercised significant influence over the
financial and operating decisions of A Ltd. At the date of the acquisition of
the 40%
equity interest in A Ltd, A Ltd had share capital of R195 000. At that stage,
the reserves of A Ltd consisted of retained earnings of R15 000.
Solution 11.1a
P LTD GROUP
Profit
188 000
20 000
208 000
114 000
R114 000
99 000
Non-controlling interests
15 000
R114 000
P LTD GROUP
Retained
earnings
101 000
Dividends (50
000)
99 000
68
Comment
Calculations
P Ltd 40%
Total
At
Since
i At acquisition (01/01/20.12)
Share
capital
195 000
78 000
Retained earnings
15 000
6 000
210 000
84 000
Investment in A Ltd
(84 000)
ii Since acquisition
55 000
22 000
Profit
50 000
20 000
Dividends
(30 000)
(12 000)
R285 000
R30 000
Dr
Cr
42 000
20 000
22 000
12 000
Example 11.1b
Assume the same information as in example 11.1a. All the assets and
liabilities of A Ltd were fairly valued on 1 January 20.12, except for
machinery that was undervalued with R25 000 (after taking into account
28% tax). The machinery had a remaining useful life of eight years.
69
Chapter 11
Solution 11.1b
Calculations
P Ltd 40%
Total
At
Since
i At acquisition (01/01/20.12)
Share
capital
195 000
78 000
Retained earnings
15 000
6 000
25 000
10 000
235 000
94 000
Investment in A Ltd
(84 000)
Gain
10 000
ii Since acquisition
Retained earnings
15 750
Profit
46 875
18 750
Dividends
(30 000)
(12 000)
R291 250
R22 500
Dr
Cr
10 000
34 500
18 750
15 750
12 000
12 000
Comment
The gain from a bargain purchase was recognised in profit or loss in 20.12
and would therefor impact on the opening balance of retained earnings in
20.17.
70
Any surplus that was paid on the acquisition date must, as far as possible, be
allocated to the assets of the associate on the date of acquisition. If a
depreciable asset was revalued in this manner, the accompanying adjustment
to the depreciation expense must be set off in the calculation of the share of
profit of the associate. The above treatment is in accordance with the basic
viewpoint that the consolidation process and the equity method are based on
the same procedures and principles.
Example 11.2
P Ltd
A Ltd
Group
ASSETS
250 000
150 000
50 000
Inventories
350 000
140 000
Total assets
R650 000
R290 000
250 000
100 000
Retained earnings
300 000
120 000
– 30
000
Non-controlling interests
50 000
– 20
000
Long-term loans
50 000
20 000
R650 000
R290 000
71
Chapter 11
A Ltd
Group
Profit
378 000
150 000
Dividends received
4 000
382 000
150 000
(152 000)
(60 000)
230 000
90 000
30 000
30 000
R230 000
R120 000
215 000
90 000
Non-controlling interests
15 000
R230 000
R90 000
120 000
Non-controlling interests
15 000
R230 000
R120 000
Retained
earnings
P Ltd
A Ltd
Group
100 000
40 000
Dividends
(15 000)
(10 000)
215 000
90 000
R300 000
R120 000
Additional information
72
P LTD GROUP
ASSETS
Non-current assets
000
356 000
Current assets
Inventories (P)
350 000
000
Share capital
250 000
000
12 000
606 000
Non-controlling interests
50 000
Total equity
656 000
Non-current liabilities
Long-term loans
50 000
000
P LTD GROUP
Profit (P)
378 000
36 000
414 000
(152 000)
12 000
12 000
R274 000
247 000
Non-controlling interests
15 000
R262 000
259 000
Non-controlling interests
15 000
R274 000
73
Chapter 11
P LTD GROUP
Revalu-
Non-
Share
Retained
Total
tion
Total
controlling
capital
earnings
equity
surplus
interests
Balance at
1 Jan 20.17
250 000
* 112 000
362 000
35 000
397 000
Changes in
equity for
20.17
Dividends
– (15
000)
– (15
000)
– (15
000)
Total
comprehensive
– 247
000
247 000
15 000
262 000
Other
comprehensive
income
12 000
12 000
12 000
Balance at
31 Dec 20.17
Calculations
Total
P Ltd 40%
At
Since
i At acquisition
Share capital
100 000
40 000
Retained earnings
10 000
4 000
110 000
44 000
Investment in A Ltd
(50 000)
Goodwill
(6
000)
ii Since acquisition
Retained
earnings
30 000
12 000
• Current year
90 000
36 000
Dividends
(10 000)
(4 000)
Revaluation surplus
30 000
12 000
R250 000
R12 000 RS
R44 000 RE
74
Dr
Cr
J1
000
36 000
(OCI)
12 000
Retained
earnings
12 000
4 000
When applying the equity method, only the income attributable to equity or
ordinary shares is included. Preference shares can be classified either as
equity or as a financial liability. If an associate has issued cumulative
preference shares which are classified as equity, the current dividend payable
on these shares should be deducted when determining the income or loss
attributable to the ordinary shareholders, irrespective of whether such
dividends have been declared. If the preference shares are classified as a
financial liability, the dividends are regarded as interest and would therefore
have already been recognised as an expense in the calculation of the
associate’s profit for the year (IAS 28.37).
The investor uses the most recent available financial statements of the
associate in applying the equity method; they are usually drawn up to the
same date as the financial statements of the investor.
7 Losses of an associate
75
Chapter 11
The investor’s net investment in the associate includes the carrying amount
of the investment in equity and other long-term interests of the associate
such as loans to the associate. However, items for which settlement has been
planned and will take place in the foreseeable future, for instance long-term
loans for which security has been provided and trade payables, are not
included.
If the associate consequently makes a profit, the equity method should only
be resumed as soon as the investor’s attributable portion of the profit
exceeds the losses that were not previously recognised.
If the investor has guaranteed certain of the company’s debts, the possibility
exists that a greater loss may be suffered. In this case, an additional
provision should be created for the amount of the loss. (IAS 28.38–39).
Example 11.3
Ltd
A Ltd
Group
ASSETS
440 000
35 000
50 000
10 000
Inventories
300 000
150 000
Total assets
R800 000
R185 000
400 000
100 000
– 20
000
Retained earnings
300 000
65 000
Non-controlling interests
100 000
R800 000
R185 000
STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Ltd
A Ltd
Group
300 000
200 000
R300 000
R200 000
260 000
200 000
Non-controlling interests
40 000
R300 000
R200 000
76
Retained
earnings
Ltd
A Ltd
Group
140 000
(135 000)
Dividends (100
000)
260 000
200 000
R300 000
R65 000
Additional information
On 1 January 20.13, P Ltd acquired 40% of the issued share capital of A Ltd
when the retained earnings of A Ltd amounted to R25 000. On the same
date, P Ltd also acquired a 50% interest in the 6% non-redeemable non-
cumulative preference share capital at R10 000. Since that date, P Ltd has
exercised significant influence over the financial and operating policy
decisions of A Ltd.
Solution 11.3
P LTD GROUP
AS AT 31 DECEMBER 20.17
ASSETS
Non-current assets
440 000
000
516 000
Current assets
Inventories (P)
300 000
000
Share capital
400 000
Retained earnings
316 000
716 000
000
Total equity
816 000
000
77
Chapter 11
P LTD GROUP
Profit (P)
300 000
76 000
376 000
R376 000
336 000
Non-controlling interests
40 000
R376 000
P LTD GROUP
EXTRACT FROM THE CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
Retained
earnings
Dividends
(100 000)
336 000
000(A))
R316 000
Comment
l Cost
50 000
16 000
• Retained earnings up to beginning of the current year
(60 000)
76 000
10 000
R76 000
78
Calculations
P Ltd 40%
Total
At
Since
i At acquisition
Share
capital
100 000
40 000
Retained earnings
25 000
10 000
125 000
50 000
Investment in A Ltd
(50 000)
ii Since acquisition
(160 000)
(64 000)
Correction
(4 000)
4 000
• Current year
Profit
for the year
200 000
80 000
Correction
4 000
(4 000)
R165 000
R16 000
Comment
Take note that P Ltd’s attributable losses up to the beginning of the current
year are
limited to the net investment in A Ltd, namely the cost of R50 000 plus the
investment in preference shares of R10 000. The surplus of R4 000 is
analysed in the “At” column for control purposes.
In the current year, the first R4 000 of the profit is employed against the R4
000
Dr
Cr
R
J1 Retained earnings – Beginning of the year (SCE)
60 000
P)
50 000
10 000
66 000
10 000
76 000
8 Intragroup transactions
Chapter 11
the parties). The difference is however that only the percentage of interest in
the associate must be eliminated. Where an associate is accounted for by use
of the equity method, unrealised profits and losses arising from transactions
between an investor (or its consolidated subsidiaries) and associates should
be eliminated to the extent of the investor’s interest in the associate.
Example 11.4
Ltd
A Ltd
Group
ASSETS
250 000
150 000
54 000
Inventories
346 000
140 000
Total assets
R650 000
R290 000
250 000
100 000
Retained earnings
300 000
140 000
Other components of equity (revaluation surplus)
– 50
000
Non-controlling interests
50 000
Long-term loans
50 000
R650 000
R290 000
80
Ltd
A Ltd
Group
Revenue
800 000
320 000
Cost of sales
(400 000)
(160 000)
Gross profit
400 000
160 000
4 000
Other expenses
(22 000)
(10 000)
382 000
150 000
(152 000)
(60 000)
PROFIT FOR THE YEAR
230 000
90 000
Revaluation of land
50 000
50 000
R230 000
R140 000
215 000
90 000
Non-controlling interests
15 000
–
R230 000
R90 000
215 000
140 000
Non-controlling interests
15 000
R230 000
R140 000
Retained
earnings
Ltd
A Ltd
Group
Balance at 1 January 20.17
100 000
60 000
Dividends
(15 000)
(10 000)
215 000
90 000
R300 000
R140 000
Additional information
81
Chapter 11
2 The revaluation surplus of A Ltd arose on 31 December 20.17 when the
land was revalued.
Solution 11.4
P LTD GROUP
AS AT 31 DECEMBER 20.17
ASSETS
Non-current assets
250 000
000
120
373 120
Current assets
Inventories (P)
346 000
120
Share capital
250 000
Retained earnings
349 120
20 000
619 120
50 000
Total equity
669 120
Non-current liabilities
Long-term loans
50 000
120
82
794 000
000)
Gross profit
398 000
(22 000)
36 000
412 000
Income tax expense (152 000(P) + 560(J4) – 1 120(J6)) (151
440)
260 560
20 000
20 000
R280 560
245 560
Non-controlling interests
15 000
R260 560
Non-controlling interests
15 000
R280 560
83
Chapter 11
P LTD GROUP
Non-
Revalu-
Share
Retained
control-
Total
ation
Total
capital
earnings
ling
equity
surplus
interests
Balance at
1 Jan 20.17
250 000
* 118 560
368 560
35 000
403 560
Changes in
equity for
20.17
Total
comprehensive
year:
Profit for the year
245 560
245 560
15 000
260 560
Other
comprehensive
income
– 20
000 20 000
20 000
Dividends
(15 000)
(15 000)
–
(15 000)
Balance at
31 Dec 20.17
R250 000
* 100
Comment
l Cost
54 000
72 000
20 000
• Profit for the current year
32 000
• Revaluation surplus
20 000
(4 000)
R122 000
84
Total
P Ltd 40%
At
Since
i At acquisition
Share capital
100 000
40 000
Retained earnings
10 000
4 000
110 000
44 000
Investment in A Ltd
(54 000)
Goodwill
(R10
000)
ii Since acquisition
Retained
50 000
20 000
• Current year
90 000
36 000
Dividends
(10 000)
(4 000)
Revaluation surplus
50 000
20 000
R290 000
R52 000 RE
R20 000 RS
Dr
Cr
J1
72 000
20 000
Retained
earnings
20 000
4 000
J2
1 440
560
000
of the year
J3
000
Investment in associate (SFP)(15 000 × 50/150 × 40%)
2 000
Revenue
6 000
inventories of A Ltd
J4
Deferred tax
(SFP)
560
continued
85
Chapter 11
Dr
Cr
R
R
J5 Revenue
000
8 000
000
inventories of A Ltd
J6
1 120
1 120
inventories of A Ltd
Example 11.5
Ltd
A Ltd
Group
ASSETS
250 000
150 000
54 000
Inventories
346 000
140 000
Total assets
R650 000
R290 000
100 000
Retained earnings
300 000
140 000
– 50
000
Non-controlling interests
50 000
Long-term loan
50 000
R650 000
R290 000
86
Ltd
A Ltd
Group
Revenue
800 000
320 000
Cost of sales
(400 000)
(160 000)
Gross profit
400 000
160 000
4 000
Other expenses
(22 000)
(10 000)
150 000
(152 000)
(60 000)
230 000
90 000
Revaluation of land
50 000
50 000
R230 000
R140 000
215 000
90 000
Non-controlling interests
15 000
R230 000
R90 000
215 000
140 000
Non-controlling interests
15 000
R230 000
R140 000
Retained
earnings
P Ltd
A Ltd
Group
100 000
60 000
Dividends
(15 000)
(10 000)
215 000
90 000
R300 000
R140 000
87
Chapter 11
Additional information
Solution 11.5
P LTD GROUP
AS AT 31 DECEMBER 20.17
ASSETS
Non-current assets
250 000
1 120
377 120
Current assets
342 000
120
Share capital
250 000
Retained earnings
349 120
20 000
619 120
Non-controlling interests 50
000
Total equity
669 120
Non-current liabilities
Long-term loans
50 000
120
88
Revenue (P)
800 000
(400 000)
Gross profit
400 000
(22 000)
Share of profit of associate
412 560
(152 000)
260 560
20 000
20 000
R280 560
245 560
Non-controlling interests
15 000
R260 560
265 560
Non-controlling interests
15 000
R280 560
89
Chapter 11
P LTD GROUP
Reval-
Non-
Share
Retained
Total
uation
Total
controlling
capital
earnings
equity
surplus
interests
Balance at
1 Jan 20.17
250 000
* 118 560
368 560
35 000
403 560
Changes in
equity for
20.17
Dividends
–
(15 000)
(15 000)
(15 000)
Total
comprehen-
the year:
245 560
245 560
15 000
260 560
Other
comprehen-
sive income
–
– 20
000 20 000
20 000
Balance at
31 Dec 20.17
R250 000
* 100
Comment
54 000
72 000
20 000
• Profit for the current year
32 000
• Revaluation surplus
20 000
R126 000
90
Total
P Ltd 40%
At
Since
i At acquisition
Share capital
100 000
40 000
Retained earnings
10 000
4 000
110 000
44 000
Investment in A Ltd
(54 000)
Goodwill
(R10 000)
ii Since acquisition
50 000
20 000
• Current year
90 000
36 000
Dividends
(10 000)
(4 000)
Revaluation surplus
50 000
20 000
R290 000
R52 000 RE
R20 000 RS
Dr
Cr
J1
72 000
Retained
20 000
20 000
36 000
Dividend income (P/L)
4 000
J2
2 000
2 000
J3
560
Retained
earnings
560
J4
Share of profit of associate (P/L)
4 000
Inventories (SFP)
4 000
J5
1 120
1 120
91
Chapter 11
Example 11.6
P
Ltd
A Ltd
Group
ASSETS
250 000
150 000
54 000
Inventories
346 000
140 000
Total assets
R650 000
R290 000
250 000
100 000
Retained earnings
300 000
140 000
– 50
000
Non-controlling interests
50 000
Long-term loans
50 000
R650 000
R290 000
Ltd
A Ltd
Group
Revenue
800 000
320 000
Cost of sales
(400 000)
(160 000)
Gross profit
400 000
160 000
4 000
Other expenses
(22 000)
(10 000)
382 000
150 000
(60 000)
230 000
90 000
Revaluation of land
50 000
50 000
R230 000
R140 000
215 000
90 000
Non-controlling interests
15 000
R230 000
R90 000
215 000
140 000
Non-controlling interests
15 000
R230 000
R140 000
92
Retained
earnings
P
Ltd
A Ltd
Group
100 000
60 000
Dividends
(15 000)
(10 000)
215 000
90 000
R300 000
R140 000
Additional information
93
Chapter 11
Solution 11.6
P LTD GROUP
AS AT 31 DECEMBER 20.17
ASSETS
Non-current assets
250 000
375 424
Current assets
Inventories (P)
346 000
424
Share capital
250 000
Retained earnings
351 424
20 000
621 424
Non-controlling interests 50
000
Total equity
671 424
Non-current liabilities
Long-term loans
50 000
424
94
Revenue (P)
800 000
(400 000)
Gross profit
400 000
600)
36 000
Profit before tax
414 400
(152 112)
262 288
20 000
20 000
R282 288
247 288
Non-controlling interests
15 000
R262 288
Total comprehensive income attributable to:
267 288
Non-controlling interests
15 000
R282 288
95
Chapter 11
P LTD GROUP
Non-
Reval-
Share
Retained
control-
Total
uation
Total
capital
earnings
ling
equity
surplus
interests
Balance at
1 Jan 20.17
250 000
* 119 136
– 369
136
35 000 404
136
Changes in
Dividends
–
(15 000)
– (15
000)
– (15
000)
Total
comprehensive
year:
247 288
– 247
288
15 000 262
288
Other
comprehensive
income
–
– 20
000 20
000
– 20
000
Balance at
31 Dec 20.17
000 R621
* 100
@ 300
351 424
Comment
l Cost
54 000
20 000
32 000
• Revaluation surplus
20 000
R125 200
96
P Ltd 40%
Total
At
Since
i At acquisition
Share capital
100 000
40 000
Retained earnings
10 000
4 000
110 000
44 000
Investment in A Ltd
(54 000)
Goodwill
(R10 000)
ii Since acquisition
50 000
20 000
• Current year
90 000
36 000
Dividends
(10 000)
(4 000)
Revaluation surplus
50 000
20 000
R290 000
R52 000 RE
R20 000 RS
Dr
Cr
J1
72 000
Retained
20 000
Revaluation surplus (OCI)
20 000
36 000
4 000
J2
Deferred
tax
(SFP)
1 200
400
Depreciation (P/L)
400
through depreciation
J4
Deferred tax
(SFP)
112
97
Chapter 11
Example 11.7
Ltd
A Ltd
Group
ASSETS
250 000
150 000
54 000
Inventories
346 000
140 000
Total assets
R650 000
R290 000
250 000
100 000
Retained earnings
300 000
140 000
– 50
000
Non-controlling interests
50 000
Long-term loan
50 000
Total liabilities
R650 000
R290 000
Ltd
A Ltd
Group
Revenue
800 000
320 000
Cost of sales
(400 000)
(160 000)
Gross profit
400 000
160 000
4 000
Other expenses
(22 000)
(10 000)
382 000
150 000
Income tax expense
(152 000)
(60 000)
230 000
90 000
Revaluation of land
50 000
50 000
R230 000
R140 000
215 000
90 000
Non-controlling interests
15 000
R230 000
R90 000
215 000
140 000
Non-controlling interests
15 000
R230 000
R140 000
98
Retained
earnings
P
Ltd
A Ltd
Group
100 000
60 000
Dividends
(15 000)
(10 000)
215 000
90 000
R300 000
R140 000
Additional information
Ltd on
99
Chapter 11
Solution 11.7
P LTD GROUP
AS AT 31 DECEMBER 20.17
ASSETS
Non-current assets
200
375 424
Current assets
Inventories (P)
346 000
424
Share capital
250 000
Retained earnings
351 424
20 000
621 424
Non-controlling interests 50
000
Total equity
671 424
Non-current liabilities
Long-term loan
50 000
424
100
Revenue
800 000
Cost of sales
(400 000)
Gross profit
400 000
Other expenses
(22 000)
414 288
(152 000)
262 288
20 000
20 000
R282 288
247 288
Non-controlling interests
15 000
R262 288
Total comprehensive income attributable to:
267 288
Non-controlling interests
15 000
R282 288
P LTD GROUP
Non-
Reval-
Share
Retained
control-
Total
uation
Total
capital
earnings
ling
equity
surplus
interests
Balance at
1 Jan 20.17
250 000
* 119 136
369 136
35 000
404 136
Changes in
Dividends
(15 000)
(15 000)
(15 000)
Total
comprehensive
year:
247 288
247 288
15 000
262 288
Other
comprehensive
income –
20 000
20 000
20 000
Balance at
31 Dec 20.17
R621 424
101
Chapter 11
Comment
l Cost
54 000
72 000
20 000
• Revaluation surplus
20 000
R126 000
Calculations
P Ltd 40%
Total
At
Since
i At acquisition
Share
capital
100 000
40 000
Retained earnings
10 000
4 000
110 000
44 000
Investment in A Ltd
(54 000)
Goodwill
(R10 000)
ii Since acquisition
Retained earnings
50 000
20 000
• Current year
Profit
90 000
36 000
Dividends
(10 000)
(4 000)
Revaluation surplus
50 000
20 000
R290 000
R52 000 RE
R20 000 RR
102
Dr
Cr
J1
72 000
Retained
20 000
20 000
Share of profit of associate (P/L)
36 000
4 000
J2
336
2 000
800
J3
400
Share of profit of associate (P/L)
400
through depreciation
J4
Deferred
tax
(SFP)
112
An entity should recognise a deferred tax liability for all taxable temporary
differences that relate to investments in associates, except to the extent that
both the following conditions have been met:
l the investor can control the timing of the write-back of the temporary
difference; and
l it is probable that the temporary difference will not be written back in the
foreseeable future.
103
Chapter 11
Section 10(1)( k) of the Income Tax Act 58 of 1962 stipulates that any
dividend received by or accrued to any person is exempt. The receipt of
dividends from the associate can therefore not lead to taxable temporary
differences.
An entity should recognise a deferred tax asset for all deductible temporary
differences arising from investments in associates to the extent that, and only
to the extent that, it is probable that:
l the temporary difference will be written back in the foreseeable future; and
l taxable income will be available against which the temporary difference
may be utilised.
Where an investor has more than one associate, the results of the associates
are grouped together in the consolidated financial statements.
Example 11.8
Ltd
A Ltd
Z Ltd
Group
ASSETS
315 000
150 000
250 000
50 000
85 200
Inventories
349 800
250 000
200 000
Total assets
R800 000
R400 000
R450 000
200 000
100 000
250 000
Retained earnings
500 000
300 000
200 000
Non-controlling interests
100 000
R800 000
R400 000
R450 000
104
Ltd
A Ltd
Z Ltd
Group
Profit
315 000
255 000
170 000
16 000
331 000
255 000
170 000
(131 000)
(105 000)
(70 000)
200 000
150 000
100 000
R200 000
R150 000
R100 000
150 000
150 000
100 000
Non-controlling interests
50 000
R200 000
R150 000
R100 000
Retained
earnings
P Ltd
A Ltd
Z Ltd
Group
400 000
180 000
120 000
(50 000)
(30 000)
(20 000)
150 000
150 000
100 000
R500 000
R300 000
R200 000
Additional information
2 On 30 June 20.17, P Ltd acquired 20% of the issued share capital of Z Ltd
for R85 200. Since the acquisition date, P Ltd has been exercising significant
influence on the financial and operating decisions of Z Ltd.
3 Z Ltd’s profit for 20.17 accrued evenly, with the exception of R2 000
included in income tax expense, which arose during the second half of the
year.
105
Chapter 11
Solution 11.8
P LTD GROUP
AS AT 31 DECEMBER 20.17
ASSETS
Non-current assets
Property, plant and equipment (P)
315 000
Investment in associates (50 000 + 85 200 + 112 000 + 5 800) 253 000
568 000
Current assets
Inventories (P)
349 800
Total assets
R917 800
Share capital
200 000
Retained earnings
617 800
817 800
Non-controlling interests
100 000
Total equity
917 800
Total equity and liabilities
R917 800
P LTD GROUP
Profit
315 000
69 800
384 800
(131 000)
253 800
R253 800
Non-controlling interests
50 000
R253 800
106
Retained
earnings
Dividends (50
000)
203 800
Calculations
C1 Analysis of owners’ equity of A Ltd
P Ltd 40%
Total
At
Since
i At acquisition
Share capital
100 000
40 000
Retained earnings
20 000
8 000
120 000
48 000
Investment in A Ltd
(50 000)
Goodwill
(R2
000)
ii Since acquisition
• To beginning of current year
Retained
earnings
160 000
64 000
• Current year
150 000
60 000
Dividends
(30 000)
(12 000)
R400 000
R112 000
107
Chapter 11
Total
At
Since
i At acquisition
Share capital
250 000
50 000
Retained
earnings
171 000
34 200
421 000
84 200
Investment in Z Ltd
(85 200)
Goodwill
(R1
000)
ii Since acquisition
• Current year
Profit up to 31/12/20.17
49 000*
9 800
Dividends
(20 000)
(4 000)
R450 000
R5 800
* Profit
split:
108
Example 11.9
Ltd
A Ltd
S Ltd
Group
ASSETS
250 000
92 000
250 000
Investment in A Ltd (40 000 shares at cost)
50 000
208 400
Inventories
400 000
99 600
50 000
Total assets
R700 000
R400 000
R300 000
100 000
100 000
100 000
Retained earnings
400 000
300 000
200 000
Non-controlling interests
200 000
R700 000
R400 000
R300 000
Ltd
A Ltd
S Ltd
Group
Profit
660 000
322 000
168 000
8 000
8 000
668 000
330 000
168 000
(268 000)
(130 000)
(68 000)
400 000
200 000
100 000
TOTAL COMPREHENSIVE INCOME
R400 000
R200 000
R100 000
300 000
200 000
100 000
Non-controlling interests
100 000
R400 000
R200 000
R100 000
P
Ltd
A Ltd
S Ltd
Group
150 000
120 000
110 000
(50 000)
(20 000)
(10 000)
300 000
200 000
100 000
R400 000
R300 000
R200 000
109
Chapter 11
Additional information
2 On 30 June 20.17, A Ltd acquired 80% of the issued share capital of S Ltd
for R208 400.
3 S Ltd’s profit for 20.17 accrued evenly, with the exception of R1 000
included in income tax expense, which arose during the second half of the
year.
Solution 11.9
P LTD GROUP
AS AT 31 DECEMBER 20.17
ASSETS
Non-current assets
250 000
424 640
Current assets
Inventories (P)
400 000
640
Share capital
100 000
Retained earnings
524 640
624 640
000
Total equity
824 640
640
110
P LTD GROUP
Profit (P)
660 000
92 640
752 640
(268 000)
484 640
R484 640
Total comprehensive income attributable to:
384 640
Non-controlling interests
100 000
R484 640
P LTD GROUP
Retained
earnings
Dividends
(50 000)
384 640
Balance at 31 December 20.17 (Test: 400 000(P) + 124 640(A)) R524 640
Comment
Take note that the equity method is applied to the consolidated statement of
profit or loss and other comprehensive income of A Ltd. In most cases, the
consolidated
111
Chapter 11
Calculations
A Ltd 80%
Non-
Total
controlling
At Since
interests
i At acquisition (30/6/20.17)
Share capital
100 000
80 000
20 000
Retained
earnings
(110 000 + 50 500)
160 500
128 400
32 100
260 500
208 400
52 100
Investment in S Ltd
(208 400)
ii Since acquisition
Current
year:
Profit up to 31/12/20.17
49 500
39 600
9 900
Dividends
(10 000)
(8 000)
(2 000)
R300 000
R31 600
R60 000
P Ltd 40%
Total
At
Since
i At acquisition (1/1/20.13)
Share capital
100 000
40 000
Retained earnings
20 000
8 000
120 000
48 000
Investment in A Ltd
(50 000)
Goodwill
(R2
000)
ii Since acquisition
Retained
earnings
100 000
40 000
• Current year:
S Ltd
39 600
15 840
Ltd
192 000
76 800
Dividends
(20 000)
(8 000)
R431 600
R124 640
112
Example 11.10
Ltd
S Ltd
A Ltd
Group
ASSETS
Property, plant and equipment
220 000
235 000
80 000
80 000
– 65
000
Inventories
200 000
300 000
120 000
Total assets
R500 000
R600 000
R200 000
EQUITY AND LIABILITIES
200 000
100 000
100 000
Retained earnings
200 000
500 000
100 000
Non-controlling interests
100 000
R500 000
R600 000
R200 000
P
Ltd
S Ltd
A Ltd
Group
Profit
100 000
330 000
85 000
40 000
4 000
140 000
334 000
85 000
(40 000)
(134 000)
(35 000)
PROFIT FOR THE YEAR
100 000
200 000
50 000
R100 000
R200 000
R50 000
80 000
200 000
50 000
Non-controlling interests
20 000
R100 000
R200 000
R50 000
113
Chapter 11
Retained
earnings
Ltd
S Ltd
A Ltd
Group
150 000
350 000
60 000
(30 000)
(50 000)
(10 000)
80 000
200 000
50 000
R200 000
R500 000
R100 000
Additional information
Solution 11.10
P LTD GROUP
AS AT 31 DECEMBER 20.17
ASSETS
Non-current assets
Property, plant and equipment (220 000 + 235 000) 455
000
000
536 000
Current assets
000
Total assets
R1 036 000
200 000
Retained earnings
612 800
812 800
Total equity
1 036 000
Total equity and liabilities
R1 036 000
114
430 000
20 000
450 000
000)
276 000
R276 000
212 800
63 200
R276 000
P LTD GROUP
Retained
earnings
Dividends (30
000)
212 800
Balance at 31 December 20.17 (Test: 200 000(P) + 412 800(S)) R612 800
Calculations
Total
At
Since
i At acquisition
Share capital
100 000
40 000
Retained earnings
60 000
24 000
160 000
64 000
Investment in A Ltd
(65 000)
Goodwill
(R1
000)
ii Since acquisition
• Current year:
Profit for the year
50 000
20 000
Dividends
(10 000)
(4 000)
R200 000
R16 000
115
Chapter 11
P Ltd 80%
Non-
Total
controlling
At
Since
interest
i At acquisition
Share capital
100 000
80 000
20 000
Investment in A Ltd
(80 000)
ii Since acquisition
Retained earnings
350 000
280 000
70 000
• Current year
Profit
196 000
156 800
39 200
Equity
profit
– A Ltd
20 000
16 000
4 000
Dividends
(50 000)
(40 000)
(10 000)
R616 000
R412 800
R123 200
criterion allows P Ltd to use the equity financial statements of A Ltd (i.e.
that already includes the investment in AA Ltd in accordance with the equity
method) for the purposes of the preparation of consolidated statements. The
equity accounting of associates in which the parent owns indirect interests
through other associates must be approached with caution, since the
influence by the parent over the financial and operating decisions of the
eventual associate may be so diluted that equity accounting of the associate
is inappropriate.
116
11.6 Impairment
losses
After equity accounting for the investment, the entity applies the
requirements of IAS 39
Since goodwill forms part of the carrying amount of the investment in the
associate and is not recognised separately, it is not tested separately for
impairment in accordance with IAS 36. If, by applying the requirements of
IAS 39, there is an indication of possible impairment of the investment in the
associate, the entire carrying amount of the investment will be tested for
impairment in accordance with IAS 36, by comparing the recoverable
amount (greater of value in use and fair value less costs of disposal) to the
carrying amount of the investment. The impairment loss is not allocated to
any asset, including goodwill, that forms part of the carrying amount of the
investment.
117
Chapter 11
Comment
Cost of investment
250 000
25 000
R325 000
The significant decrease in profit for the year ended 31 December 20.19
occurred as a result of a declining market (there are indications of
impairment present in respect of the investment). P Ltd’s financial advisor
estimated that A Ltd will pay an annual dividend of R90 000 to its
shareholders in future. A fair dividend return rate for an entity with a similar
risk and growth profile is 10%.
R22 500
10%
R225 000
325 000
Recoverable amount
(225 000)
R100 000
Journal entry
31 December 20.19
Dr
Cr
R100 000
R100 000
ember 20.20:
225 000
275 000
R50 000
Journal entry
31 December 20.20
Dr
Cr
R50 000
R50 000
118
An investor should discontinue the use of the equity method from the date
that it ceases to be an associate as follows (IAS 28.22):
• the fair value of the retained interest plus any proceeds from the disposal of
the equity accounted investment; and
• the carrying amount of the equity accounted investment on the date that
significant influence was lost.
11.8 Disclosure
The disclosure requirements for joint arrangements and associates are set out
in IFRS 12 Disclosure of Interests in Other Entities (IFRS 12.20–23)
(refer to chapter 12 for joint arrangements).
Chapter 11
l the nature of the entity’s relationship with the associate; l the principal
place of business (and country of incorporation, if applicable or different);
and
l the nature and extent of any significant restrictions on the associate’s ability
to transfer funds to the entity;
l if the reporting periods of the entity and the associate differ, the reporting
period of the associate should be mentioned, as well as the reason for the use
of different reporting periods;
120
Where the equity method is applied for the first time, since significant
influence has now been secured, for instance because of the acquisition of
additional shares or the conclusion of a shareholders’ agreement, the
investor’s share of since acquisition equity (i.e. profit or loss) is accounted
for as follows:
l The investor’s share of the retained earnings (i.e. profit or loss) of the
associated company, from the date on which the investee becomes an
associate, is included in the current period’s profit or loss in the investor’s
financial statements as share of profit of associate.
Example 11.11
Ltd
and sub-
sidiaries
A Ltd
(consoli-
dated)
ASSETS
250 000
150 000
Investment in A Ltd
240 000
Inventory
487 500
450 000
Total assets
R977 500
R600 000
250 000
100 000
Mark-to-market reserve
60 140
Retained earnings
600 000
500 000
Non-controlling interests
50 000
Deferred tax
17360
R977 500
R600 000
121
Chapter 11
P Ltd
and
subsidiaries
A Ltd
(consoli-
dated)
Revenue
800 000
300 000
Cost of sales
(300 000)
(150 000)
(50 000)
(30 000)
450 000
120 000
9 312
R459 312
R120 000
400 000
120 000
Non-controlling interests
50 000
R450 000
R120 000
409 312
120 000
Non-controlling interests
50 000
R459 312
R120 000
Retained
earnings
Ltd
and
subsidiaries
A Ltd
(consoli-
dated)
300 000
380 000
Changes in equity for 20.13
400 000
120 000
Dividends (100
000)
R600 000
R500 000
122
2 P Ltd acquired a further 25% of A Ltd’s issued share capital for R147 500
on 30 November 20.13, from which date P Ltd exercised significant
influence over the financial and operating decisions of A Ltd. The fair value
of the previously held 15% interest on this date was R88 000.
6 Assume a company tax rate of 28% and that capital gains tax is recognised
at 80%
thereof.
Solution 11.11
P LTD GROUP
AS AT 31 DECEMBER 20.13
ASSETS
Non-current assets
250 000
000
490 000
Current assets
Inventory (P)
487 500
Share capital
250 000
Retained earnings
661 148
911 148
50 000
Total equity
961 148
Liabilities
16 352
Total liabilities
16 352
500
123
Chapter 11
P LTD GROUP
Revenue
800 000
Cost of sales
(300 000)
Gross profit
500 000
4 500
504 500
(50 000)
454 500
5 820
5 820
R460 320
404 500
50 000
454 500
410320
50 000
R460 320
P LTD GROUP
Mark-
Non-
Share
Retained
to-
con-
Total
Total
capital
earnings
market
trolling
equity
reserve
interests
Balance at
1 January 20.13
250 000
300 000
*50 828
600 828
# – 600
828
Changes in equity
for 20.13
Dividends
– (100 000)
(100 000)
– (100
000)
Total
comprehensive
year:
404 500
5 820
410 320
50 000
460 320
Transfers
56 648
(56 648)
Balance at
31 Dec 20.13
– R911 148
124
P Ltd 40%
Total
At
Since
Share capital
100 000
40 000
Retained
earnings
490 000
196 000
590 000
236 000
(500)
Consideration
R235 500
ii Since acquisition
Current year:
10 000
4 000
R600 000
R4 000
Dr
Cr
J1
3 492
Deferred
tax
(SFP)
1 008
Investment in A Ltd (SFP) (240 000 – 88 000 – 147 500)
500
J2
56 648
56 648
J3
500
500
J4
4 000
at group level
125
Chapter 11
Example 11.12
A Ltd acquired a 15% equity interest in B Ltd on 1 March 20.14 for R150
000. The consideration was paid in cash. In terms of the acquisition contract
A Ltd have the unconditional right to exercise options that will allow A Ltd
to obtain a further 10%
500 000
500 000
500 000
Retained earnings
200 000
300 000
250 000
Mark-to-market reserve
100 000
120 000
120 000
Total equity
R800 000
R920 000
R870 000
R1 100 000
R1 000 000
* This fair value represents the fair value of the shares of B Ltd.
Additional information
1 Ignore any tax implications for the purpose of this question.
126
Assume that A Ltd has exercised their options on 1 March 20.15 at a cost of
R50 000
and consequently obtained the additional 10% equity interest. The R50 000
was paid in cash.
Dr
Cr
R
28 February 20.16
At acquisition
J1 Retained
earnings
15 000
15 000
Since acquistion
J2
18 000
000
3 000
Intragroup transaction
J3
1 350
150
1 500
end of 20.15.
J4 Accumulated
depreciation
(SFP)
300
300
Current year
J5
5 000
J6
12 000
12 000
Gain on option
J7
12 500
12 500
127
Chapter 11
870 000
217 500
((500 000 + 200 000 + 100 000) ×15%) – 150 000 (Cost price) 30 000
150
300
R246 450
150 000
80 000
(12 500)
(1 050)
R246 450
Assume that A Ltd sold the right to the options for the additional 10% equity
on the 1 March 20.15 at its fair value of R30 000. A Ltd therefor loses
significant influence over B Ltd and should discontinue the equity method.
The investment is then accounted for under IFRS 9 (See IAS 28.22b).
Dr
Cr
28 February 20.16
J4
168 000
168 000
J5
3 000
3 000
J6
3 000
3 000
retained earnings
128
Investments in associates and joint ventures Calculations
80 000
R12 000
260 000
l Net
asset
value
230 000
[(500 000 + 200 000 + 100 000) × 15%] – 150 000(cost price) 30 000
(168 000)
l Net
asset
value
138 000
30 000
80 000
R12 000
C2 Sale of machinery
60 000
(50 000)
10 000
1 500
C3 Realisation of unrealised profit through depreciation Unrealised
profit (intragroup profit) (C2)
1 500
300
165 000
80 000
5 000
R250 000
129
Chapter 11
Comment
l The cost price of the additional shares acquired is added to the carrying
amount of the investment.
The
l The increased equity interest (after the acquisition of the additional shares)
is used to calculate the investor’s interest in the equity profit or loss accrued
after the acquisition of the additional interrest.
Example 11.13
P Ltd
and sub-
sidiaries
A Ltd
(consoli-
dated)
ASSETS
400 000
100 000
Inventory
100 000
150 000
Total assets
R500 000
R250 000
200 000
100 000
Retained earnings
200 000
150 000
Non-controlling interests
100 000
R500 000
R250 000
130
P Ltd
and sub-
sidiaries
A Ltd
(consoli-
dated)
Revenue
300 000
200 000
Cost of sales
(112 000)
(100 000)
Gross profit
188 000
100 000
16 000
204 000
100 000
(94 000)
(50 000)
110 000
50 000
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
R110 000
R50 000
80 000
50 000
Non-controlling interests
30 000
R110 000
R50 000
Retained
earnings
Ltd
and sub-
sidiaries
A Ltd
(consoli-
dated)
150 000
125 000
80 000
50 000
(30 000)
(25 000)
R200 000
R150 000
Additional information
1 P Ltd acquired 40% of the issued share capital of A Ltd on 1 January 20.13
for R50 000, when the retained earnings of A Ltd amounted to R10 000. P
Ltd exercised significant influence over the financial and operating policies
of A Ltd from that date.
2 On 30 June 20.17, P Ltd disposed of its entire interest in A Ltd for R66
000.
3 A Ltd’s profit after tax for the six months ended 30 June 20.17 amounted
to R25 000.
131
Chapter 11
4 The disposal of the interest in the associate did not comply with the
requirements of IFRS 5 Non-current Assets Held for Sale and
discontinued operations up to the date of disposal of the interest.
5P
6 Ignore
taxation.
Solution 11.13
P LTD GROUP
AS AT 31 DECEMBER 20.17
ASSETS
Non-current assets
400 000
400 000
Current assets
Inventory
100 000
Total assets
R500 000
Share capital
200 000
Retained earnings
200 000
400 000
100 000
Total equity
500 000
R500 000
132
Revenue
300 000
Cost of sales
(112 000)
Gross profit
188 000
(40 000)
10 000
158 000
(94 000)
64 000
34 000
30 000
R64 000
34 000
30 000
R64 000
P LTD GROUP
Non-
Share
Retained
Total
Total
controlling
capital
earnings
equity
interests
Balance at
1 January 20.17
396 000
! 70 000
466 000
Changes in equity
for 20.17
Dividends
(30 000)
(30 000)
– (30
000)
Total comprehensive
34 000
34 000
30 000
64 000
Balance at
31 December 20.17
Chapter 11
Calculations
P Ltd 40%–0%
Total
At
Since
i At acquisition
Share capital
100 000
40 000
Retained earnings
10 000
4 000
110 000
44 000
Investment in A Ltd
(50 000)
ii Since acquisition
Retained
115 000
46 000
• Current year:
Profit:
1/1/20.17–30/6/20.17 (given)
25 000
10 000
250 000
56 000
(44 000)
(56 000)
R250 000
66 000
(50 000)
(56 000)
Loss on disposal of interest in group context
(R40 000)
66 000
Fair value
N/A
(106 000)
(R40 000)
(*) The R56 000 represents P Ltd’s interest in the since acquisition reserves
of A Ltd by which the investment in A Ltd has been adjusted upwards in
terms of the equity method.
Dr
Cr
J1
16 000
40 000
10 000
46 000
of associate
134
Comments
The gain from the disposal of interest of R16 000 according to the separate
records of P Ltd is therefore effectively replaced, on applying the equity
method, by a loss on disposal of interest of R40 000 (i.e. R16 000 – R56
000).
• the fair value of the retained interest plus any proceeds from the disposal of
the equity accounted investment; and
• the carrying amount of the equity accounted investment on the date that
significant influence was lost, must be recognised in profit or loss.
l If
135
Chapter 11
Example 11.14
Share capital
600 000
600 000
600 000
600 000
Retained earnings
180 000
270 000
315 000
360 000
Revaluation surplus
225 000
276 600
276 600
276 600
Mark-to-market reserve
258 000
296 700
309 600
335 400
R1 263 000
R1 443 300
R1 501 200
R1 572 000
Additional information
1 P Ltd acquired 40% of the issued share capital of A Ltd on 1 January 20.14
for R525 000. P Ltd exercised significant influence over the financial and
operating policies of A Ltd from that date.
2 On 30 June 20.16, P Ltd disposed of a 35% interest in A Ltd for R615 000.
The remaining 5% interest had a fair value of R112 500 on 30 June 20.16
and R165 000
3 A Ltd’s profit after tax for the six months ended 30 June 20.16 amounted
to R45 000
4P
6 P Ltd included the following items in its separate financial statements for
20.16: l Financial asset at fair value through other comprehensive income
R165 000; l Gain on disposal of investment in associate R155 625 (615 000
– (525 000 ×
35/40));
l Day one gain (P/L) R46 875 ((112 500 – (525 000 x 5/40)).
7 Ignore
taxation.
136
P LTD GROUP
AS AT 31 DECEMBER 20.16
20.16 20.15
ASSETS
Non-current assets
Investment in associate
– 597
120
Financial asset
165 000
P LTD GROUP
Reval-
Mark-to-
Retained
uation
market
earnings
surplus
reserve
Balance at 1 January 20.16
36 000
20 640
15 480
125 220
*57 660
20 640
(20 640)
20 640
(20 640)
R202 500
R52 500
* 5 160(J2) + 52 500(J7) = 57 660
137
Chapter 11
Calculations
P Ltd 40%–35%
Total
At
Since (RE)
(MtM;RS)
i At acquisition (01/01/20.14)
Share capital
600 000
240 000
Retained earnings
180 000
72 000
Revaluation surplus
225 000
90 000
Mark-to-market reserve
258 000
103 200
1 263 000
505 200
Goodwill
19
800
Consideration
525 000
ii Since acquisition
Retained
earnings (1)
90 000
36 000
51 600
20 640 RS
15 480 MtM
Profit:
1/1/20.16–30/6/20.16 (4)
45 000
18 000
12 900
5 160 MtM
1 501 200
525 000
54 000
20 640 RS
20 640 MtM
(459 375)
(83 370)
*R11 910
Fair value adjustment: Fair value – Carrying amount = 112 500 – 77 535 =
34 965
615 000
375)
Gain on disposal in P Ltd’s separate records
155 625
Less: Since acquisition reserves disposed of ((1 501 200 – 1 263 000) ×
35%) 83 370
R72 255
615 000
(525 420)
(17 325)
R72 255
138
Dr
Cr
R
R
J1
72 120
36 000
20 640
15 480
J2
23 160
18 000
(OCI)
5160
J3
155 625
72 255
83 370
interest in associate
J4
20 640
20 640
41 280
J5
46 875
99 375
J6
34 965
34 965
J7
500
52 500
31 December 20.16
139
Chapter 11
Self-assessment questions
Question 11.1
Ltd
A Ltd
Group
Group
Revenue
5 873 000
1 857 000
Cost of sales
1 273 000
318 000
Interest received
15 000
100 000
Dividends received
14 000
Interest paid
(30 000)
1 302 000
388 000
Current
(390 000)
(106 000)
Deferred
(90 000)
(34 000)
822 000
248 000
R822 000
R248 000
798 000
218 000
Non-controlling interests
24 000
30 000
R822 000
R248 000
Retained
earnings
Ltd
A Ltd
Group
Group
1 149 000
242 000
Dividends paid
(235 000)
(56 000)
798 000
218 000
R404 000
140
1 A Ltd’s issued share capital consists of 150 000 shares of R1 each. The
company is situated in Cape Town.
31 August 20.15
20 000
31
August 20.16
20 000
31
August 20.17
10 000
R50 000
At this date, half of the debentures were taken up by P Ltd; the other half
was taken up by other shareholders. The interest received and paid by P Ltd
and A Ltd respectively relates to these debentures. The debentures bear a
market-related interest rate.
5 The profit from sale of land relates to a farm sold by A Ltd to P Ltd. It was
a transaction negotiated under extreme conditions and the profit is of a
capital nature.
6 Included in P Ltd’s profit before tax are the following items: Secretarial
services rendered by an external person
R20 000
Directors’
remuneration
R100 000
Non-current assets
R1 561 100
Current assets
R438 900
Non-current liabilities
R1 300 000
Current liabilities
R96 000
8 Assume a normal tax rate of 28% and that 80% of capital gains are taxable.
Required
(b) Indicate the components that the carrying amount of the investment in
associate on 31 December 20.17 are compiled of; and
l Investment in associate.
141
Chapter 11
Part (a)
P LTD GROUP
Revenue (P)
5 873 000
(4 600 000)
Gross profit
1 273 000
20 600
1 314 660
Current (P)
(390 000)
Deferred (P)
(90 000)
834 660
Other comprehensive income
1 500
1 500
R836 160
810 660
Non-controlling interests
24 000
R834 660
812 160
Non-controlling interests
24 000
R836 160
142
Revalu-
Non-
Retained
ation
controlling
Total
earnings
surplus
interests
# 1 170 300
3 000
Dividends (P)
(235 000)
–
(235 000)
810 660
24 000
834660
–1
500
1 500
* R1 745 960
@ R4 500
Part (b)
Investment in associate
50
000
100
21 300
24 300
• Revaluation
surplus
500
# R100 100
Profit before tax is stated after taking into account the following expenses: l
Secretarial services
R20 000
R100 000
143
Chapter 11
2 Investment in associate
Non-current assets
1 561 100
Current assets
438 900
Non-current liabilities
1 300 000
Current liabilities
96 000
Revenue
1 857 000
248 000
248 000
604 000
90 600
9 500
100 100
Calculations
Total
At
Since
i At acquisition (1/9/20.15)
Share capital
150 000
22 500
Retained earnings
100 000
15 000
Revaluation surplus
20 000
3 000
270 000
40 500
Investment in A Ltd
(50 000)
Goodwill
(R9
500)
ii Since acquisition
Revaluation surplus
20 000
3 000
142 000
21 300
• Current year:
Revaluation surplus
10 000
1 500
218 000
32 700
Dividends
(56 000)
(8 400)
R604 000
45 600 RE
4 500 RS
144
Dr
Cr
J1
15 000
15 000
J2
3 360
3 360
Question 11.2
Except for land, which was undervalued by R5 000, all the assets of A Ltd
were fairly valued. A Ltd’s share capital consisted of 100 000 shares of R1
each. P Ltd exercises significant influence over the financial and operating
decisions of A Ltd.
Ltd
A Ltd
Group
30/9/20.17
31/12/20.17
Revenue
1 000 000
850 000
Cost of sales
(880 000)
(710 000)
Gross profit
120 000
140 000
8 000
128 000
140 000
(60 000)
(70 000)
68 000
70 000
Revaluation of land
10 000
Income tax relating to other comprehensive income
(1 500)
8 500
R68 000
R78 500
63 000
70 000
Non-controlling interests
5 000
R68 000
R70 000
78 500
Non-controlling interests
5 000
R68 000
R78 500
145
Chapter 11
Retained
earnings
Ltd
A Ltd
Group
30/9/20.17
31/12/20.17
260 000
150 000
(15 000)
(20 000)
63 000
70 000
R308 000
R200 000
Additional information
2 Since the acquisition date, the investment in A Ltd has been accounted for
according to the equity method in the consolidated financial statements.
3 The revaluation surplus arose during June 20.17 when A Ltd revalued its
land.
6 Assume a normal tax rate of 28% and that 80% of capital gains are taxable.
Required
146
Part (a)
P LTD GROUP
Revenue (P)
1 000 000
(880 000)
Gross profit
120 000
Share of profit of associate (C1)
16 000
136 000
(60 000)
76 000
1 552
1 552
R77 552
71 000
Non-controlling interests
5 000
R76 000
72 552
Non-controlling interests
5 000
R77 552
P LTD GROUP
Non-
Retained
Revaluation controlling
Total
earnings
surplus
interests
# 296 552
–
75 000
371 552
Dividends (P)
(15 000)
(15 000)
71 000
5 000
76 000
–1
552
–
1 552
* R352 552
R1 552
R80 000
R434 104
147
Chapter 11
Part (b)
Investment in associate
65
000
104
552
• Profit for the current year (16 000 – 8 000)
8 000
• Revaluation
surplus
552
# R111 104
Calculation
P Ltd 40%
Total
At
Since
i At acquisition (1/1/20.13)
Share capital
100 000
40 000
Retained earnings
70 000
28 000
3 880
1 552
173 880
69 552
Investment in A Ltd
(65 000)
R4 552
ii Since acquisition
80 000
32 000
• Current year:
40 000
16 000
1 552
Dividends
(20 000)
(8 000)
R277 760
R40 000 RE
R1
552 RS
A Ltd revalued its land by R10 000 in its own financial statements, but P Ltd
had already revalued the land of A Ltd by R5 000 at date of acquisition of
the interest in A Ltd.
148
12
Basic concepts
12.1
Description of basic concepts ..................................................................
151
12.2
151
152
12.3
153
12.4
153
12.5
154
12.6
154
operations
........................................................................................
156
12.8 Joint
ventures
...........................................................................................
156
Disclosure ........................................................................................................
157
Examples
Example 12.1:
158
Example 12.2:
164
149
Basic concepts
12.1 Description of basic concepts
Collective control of an arrangement exists when all the parties must act
together to direct the activities that significantly affect the returns of the
arrangement. If collective control exists, it must be assessed whether joint
control exists.
An arrangement can be a joint arrangement even though not all of its parties
have joint control of the arrangement. Therefore, there are parties exercising
joint control of an arrangement and other parties participating in the
arrangement. An entity must apply its judgement to assess whether all of the
parties jointly control an arrangement.
Chapter 12
A joint venture is a joint arrangement whereby the parties that have joint
control of the arrangement have rights to the net assets of the arrangement.
Those parties are called joint venturers.
Is it a joint arrangement?
collectively?
No
Ļ Yes
Outside the
scope of
IFRS 11
(not a joint
No
arrangement)
Ļ Yes
Joint arrangement
152
Sometimes a framework agreement exists that contains the general terms for
one or more activities, which sets out that the parties establish different joint
arrangements for specific activities that form part of the same agreement.
Even though those joint arrangements are governed under the same
framework agreement, they may be classified as different types of
arrangements if the rights and obligations differ.
Therefore, joint operations and joint ventures can co-exist when different
activities are undertaken by the parties that form part of the same framework
agreement.
A joint arrangement in which the assets and liabilities are held in a separate
vehicle can be classified either as a joint operation or a joint venture,
depending on the rights and obligations of the parties. The legal form of the
separate vehicle, the terms of the contractual arrangement and other facts
and circumstances must be considered to assess whether the parties either
have rights to the assets and obligations for the liabilities of the arrangement
(i.e. a joint operation), or they have rights to the net assets of the
arrangement (i.e. a joint venture).
The legal form of the separate vehicle is considered in the initial assessment
of the parties’ rights to the assets and obligations for the liabilities held in the
separate vehicle.
153
Chapter 12
In many cases the rights and obligations agreed to by the parties in the
contractual arrangement are consistent, or do not conflict, with the rights and
obligations that determined the legal form of the separate vehicle in which
the arrangement has been structured.
When the contractual arrangement specifies that the parties have rights to the
assets and obligations for the liabilities of the arrangement, the arrangement
is classified as a joint operation and other facts and circumstances do not
need to be considered for classification purposes.
Even though the fact that the legal form and the contractual arrangement
may indicate that it is a joint operation, other facts and circumstances may: l
give the parties rights to substantially all the economic benefits relating to
the arrangement; and
l cause the arrangement to depend on a continuous basis on the parties for
settling its liabilities.
When the activities of the arrangement are designed to provide output to the
parties, it is an indication that the parties have rights to substantially all the
economic benefits of the assets of the arrangement. Parties to such
arrangements often ensure their access to the output of the arrangement by
preventing sales to third parties. The effect of such an arrangement is that the
liabilities incurred by the arrangement, is settled only by the cash flow
received from the parties through their purchases of the output. When the
parties are the only source of cash flow contributing to the continuity of the
operations, this indicates that the parties have an obligation for the liabilities
of the arrangement and thus such an arrangement is classified as a joint
operation.
154
Legal form of
the separate
Yes
vehicle
liabilities, relating to the
arrangement?
No
contractual arrangement
Terms of the
Yes
contractual
arrangement
arrangement?
No
Joint
operation
Have the parties designed
Yes
circumstances
l It depends on the
parties on a continuous
activity conducted
through the
arrangement?
No
Joint venture
155
Chapter 12
12.7 Joint
operations
l its assets, including its share of any assets held jointly; l its liabilities,
including its share of any liabilities incurred jointly; l its share of the revenue
from the sale of its share of the output from the joint operation, as well as its
share of the revenue from the sale of the output by the joint operation; and
A party participating in a joint operation but who does not have joint control,
shall account for its interest in the arrangement in the same way as described
above, if the party has rights to the assets and obligations for the liabilities of
the arrangement.
If such a party does not have rights to the assets and obligations form the
liabilities of the arrangement, the interest will be accounted for in
accordance with IFRS 9 Financial Instruments .
12.8 Joint
ventures
A joint venturer shall account for its interest in a joint venture by applying
the equity method in accordance with IAS 28 Investments in Associates
and Joint Ventures.
If a party only participates in a joint arrangement and does not have joint
control, the interest in the arrangement must be accounted for in accordance
with IFRS 9 Financial Instruments .
Joint arrangement
Accounting treatment
Joint operation
Joint venture
Separate
l Cost or
financial statements
l Financial asset
including its share of those
(IFRS 9)
incurred jointly
Consolidated
financial statements
incurred jointly
156
Comment
Disclosure
The disclosure requirements for joint arrangements and associates are set out
in IFRS 12 Disclosure of Interests in Other Entities (IFRS12.20–23).
l the type of joint arrangement (i.e. a joint operation or joint venture) if the
arrangement was structured through a separate vehicle.
l the nature of the entity’s relationship with the joint arrangement; l the
principal place of business (and country of incorporation, if applicable or
different); and
The following information must be disclosed for every joint venture that is
material to the reporting entity:
l whether the investment in the joint venture is measured using the equity
method or at fair value;
157
Chapter 12
l in addition, for every material joint venture, cash and cash equivalents,
financial current and non-current liabilities (excluding trade and other
creditors and provisions), depreciation and amortisation, interest income,
interest expense and income tax expense;
l if the interest is measured at fair value or if the joint venture does not
prepare IFRS
The following information must be disclosed for joint ventures which are
individually immaterial to the reporting entity. It must be disclosed in total
and separately for all joint ventures which are individually immaterial:
l the nature and extent of any significant restrictions on the joint venture’s
ability to transfer funds to the entity;
l if the reporting periods of the entity and the joint venture differ, the
reporting period of the joint venture should be mentioned, as well as the
reason for the use of different reporting periods;
l the unrecognised share of losses of a joint venture, both for the current
period and cumulatively;
l commitments that the entity has relating to its joint ventures, which must be
separately disclosed from any commitments mentioned above; and l any
contingent liabilities incurred relating to interests in joint ventures in
accordance with IAS 37 Provisions, Contingent Liabilities and
Contingent Assets which must be separately disclosed.
Examples
Example 12.1
On 2 January 20.15, P Ltd acquired 40% of the issued shares of J (Pty) Ltd
for R100 000. On this date, the shareholders’ equity of J (Pty) Ltd consisted
of the following:
200 000
Retained earnings 50
000
R250 000
158
P Ltd exercises joint control over the financial and operating policy
decisions of J (Pty) Ltd in terms of a joint arrangement.
Assume a normal tax rate of 28% and that 80% of capital gains are taxable.
P Ltd
J (Pty)
Group
Ltd
ASSETS
750 000
300 000
100 000
–
Inventories
750 000
200 000
Total assets
R1 600 000
R500 000
Share capital
500 000
200 000
Retained earnings
700 000
200 000
Non-controlling interests
150 000
Long-term loans
250 000
100 000
R500 000
P Ltd
J (Pty)
Group
Ltd
Profit
800 000
600 000
120 000
920 000
600 000
(320 000)
(240 000)
PROFIT FOR THE YEAR
600 000
360 000
R600 000
R360 000
550 000
360 000
Non-controlling interests
50 000
R600
000
R360 000
159
Chapter 12
000
140 000
Dividends paid
(250 000)
(300 000)
550 000
360 000
R700 000
R200 000
(i) Assume that, after considering all the requirements, the joint arrangement
is classified as a joint operation. The contractual arrangement specifies that
all revenues, expenses, assets and liabilities are allocated according to the
respective interests held by the operators.
P LTD GROUP
AS AT 31 DECEMBER 20.17
ASSETS
Non-current assets
870 000
Current assets
830 000
Total assets
R1 700 000
Share capital
500 000
Retained earnings
760 000
1 260 000
Non-controlling interests
150 000
Total equity
1 410 000
Non-current liabilities
290 000
R1 700 000
160
P LTD GROUP
1 040 000
000)
PROFIT FOR THE YEAR
624 000
R624 000
574 000
50 000
R624 000
P LTD GROUP
Retained
earnings
000
(250 000)
Total comprehensive income for the year:
574 000
R760 000
Comment
161
Chapter 12
P LTD GROUP
AS AT 31 DECEMBER 20.17
ASSETS
Non-current assets
750 000
Investment in joint venture (100 000 + 60 000)
160 000
910 000
Current assets
Inventories (P)
750 000
Total assets
R1 660 000
Share capital
500 000
Retained earnings
760 000
1 260 000
Non-controlling interests
150 000
Total equity
1 410 000
Non-current liabilities
Long-term loans (P)
250 000
R1 660 000
P LTD GROUP
Profit (P)
800 000
144 000
944 000
(320 000)
624 000
R624 000
Total comprehensive income attributable to:
574 000
50 000
R624 000
162
P LTD GROUP
Retained
earnings
000
Dividends (P)
(250 000)
R760 000
Calculations
P Ltd 40%
Total
At
Since
i At acquisition
Share
capital
200 000
80 000
Retained
earnings
50 000
20 000
250 000
100 000
Investment in J (Pty) Ltd (cost)
(100 000)
ii Since acquisition
Retained
earnings
90 000
36 000
• Current year
360 000
144 000
Dividends
paid
(300 000)
(120 000)
R400 000
R60 000
Dr
Cr
J1
60 000
120 000
Retained
earnings
36 000
144
000
Accounting for the joint venture according to the
equity method
163
Chapter 12
Example 12.2
P Ltd has various farming activities. On 1 January 20.16, P Ltd entered into
the following contractual agreement with Z Ltd:
l Z Ltd will be the only supplier of P Ltd’s wheat to customers for the
following two years. Z Ltd will market and distribute the wheat. Z Ltd will
acquire the necessary equipment to distribute the wheat at its own cost and
also make use of its own assets.
l P Ltd will continue to use its own equipment and existing employees to
produce the wheat. These employees and equipment are also used in P Ltd’s
other farming activities. P Ltd is responsible for all expenses relating to the
production of the wheat.
l Z Ltd incurs all expenses on the retail side. All income from the sale of
wheat will be collected by Z Ltd and then shared in the ratio 50:50 between
Z Ltd and P Ltd (the profit of the joint operation is also shared in this ratio).
l Once the wheat inventory has been transferred to Z Ltd, the inventory (and
any accounts receivable resulting from the sales) belongs to the operators
jointly.
The information for the joint operation for the year ended 31 December
20.16 is as follows (no settlement between the joint operators had occurred):
R
Revenue from sales
2 250 000
1 275 000
600 000
165 000
172 500
322 500
Solution 12.2
Dr
Cr
J1
Inventory (SFP)
1 275 000
Bank (SFP)
1 275 000
Cost of production
J2
1 110 000
Inventory (SFP)
1 110 000
continued
164
Dr
Cr
J3
Cost of sales (P/L) ((1 110 000 – 172 500 + 600 000) × 50%) 768
750
Joint operation receivable (SFP)
356 250
Revenue
(P/L)
1 125 000
J4
250
161 250
50%)
247 500
Dr
Cr
R
R
J1
600 000
Bank (SFP)
600 000
Cost of distribution
J2 Bank
(SFP)
1 927 500
1 927 500
J3
Cost of sales (P/L) ((1 110 000 – 172 500 + 600 000) × 50%) 768
750
356 250
Revenue
(P/L) (2 250 000 × 50%)
1 125 000
J4
250
161 250
50%)
247 500
165
13
Introduction
13.1
170
Acquisition of interests in subsidiaries
13.2
171
13.3
171
172
181
13.4
187
Example 13.2:
189
13.5
a subsidiary ..............................................................................................
196
Example 13.3:
198
13.6
Basic approach on disposal of an interest ...............................................
205
167
Chapter 13
13.7
207
208
219
13.8
224
Example 13.5:
228
13.9
an associate .............................................................................................
237
Example 13.6:
237
13.10
Loss of control and intragroup sale of assets ..........................................
249
Example 13.7:
250
13.11
261
Self-assessment questions
Question 13.1
........................................................................................................
262
Question 13.2
........................................................................................................
270
Question 13.3
........................................................................................................
275
168
subsidiary
subsidiary
NCI at
NCI
at
NCI at
NCI at
proportionate
proportionate
fair value
fair value
share
share
Disposal of subsidiary
l Loss of control
or loss
appropriate
adjustments on investment as if
l Loss of control
or loss
in profit or loss
were sold
l Equity-accounting for associate
groups
169
Chapter 13
Introduction
This assumption was adopted in order not to obscure the basic aspects
involved in the preparation of consolidated financial statements.
It may nevertheless happen that control is obtained not in a single purchase,
but by means of successive share purchases, or that various changes in the
nature and extent of ownership of the parent in, or influence of the parent
over, the investee could have taken place.
l the acquisition-date fair value of the equity interest in the acquiree held by
the acquirer immediately before the acquisition date;
l the line item in the statement of profit or loss and other comprehensive
income in which that gain or loss is recognised.
l the
parent
13.2 Methods
of
step-acquisition
It was mentioned that this chapter only deals with subsidiaries and that
changes in associates and joint ventures through share purchases are
addressed in the chapter on associates and joint ventures (chapter 11).
1 IFRS
10.23
states
that
171
Chapter 13
Example 13.1a
The following are the draft condensed financial statements of P Ltd and
subsidiary S Ltd at 30 June 20.19:
S Ltd
ASSETS
97 000
40 000
Inventory
106 000
182 500
Total assets
R243 000
R182 500
200 000
150 000
Retained earnings
43 000
32 500
R243 000
R182 500
172
P Ltd
S Ltd
Revenue
200 000
100 000
Cost of sales
(157 000)
(58 000)
Gross profit
43 000
42 000
Dividend received
6 000
49 000
42 000
(14 000)
(11 500)
35 000
30 500
––
R35 000
R30 500
P Ltd
S Ltd
18 000
12 000
35 000
30 500
Dividends: 30/9/20.18
(10 000)
(10 000)
R43 000
R32 500
Additional information
2P
3 On the date of the business combination, the assets and liabilities of S Ltd
were regarded to be a fair reflection in terms of the requirements of IFRS 3.
6 The profit of S Ltd was earned evenly during the current year ended 30
June 20.19.
7 The company tax rate is 28% and CGT (capital gains tax) is calculated at
80%
thereof.
173
Chapter 13
Comments
a The date of the business combination is 1 J
combination as P Ltd already had control over S Ltd. The transaction was
between
Solution 13.1a
The consolidated financial statements of P Ltd and itts subsidiary S Ltd are
prepared as follows:
P LTD GROUP
AS AT 30 JUNE 20.19
ASSETS
Non-current assets
Goodwill
1 600
Current assets
288 500
Total assets
R290 100
Share capital
200 000
Retained earnings
60 150
(6 550)
253 600
Non-controlling interests
36 500
Total equity
290 100
R290 100
174
Changes in ownership of subsidiaries through buying or selling shares P
LTD GROUP
300 000
(215 000)
85 000
(25 500)
59 500
R59 500
9 150
R59 500
50 350
9 150
R59 500
(#) The same as profit for the year, as there is no other comprehensive
income in the example.
P LTD GROUP
Non-
Changes
Share
Retained
con-
Total
in
Total
capital
earnings
trolling
equity
ownership
interests
Balance at
1 July 20.18
219 800
! 64 800
284 600
Changes in
equity for
20.19
Total
comprehensive
income
year
– 50
350
50 350
9 150
59 500
Dividends
– (10
000)
(10 000)
(4 000)
(14 000)
Purchase of
interest
––
(6 550)
(6 550)
(33 450)
(40 000)
Balance at
(R6 550)
R253 600
R36 500
R290 100
175
Chapter 13
P LTD GROUP
During the current year, P Ltd acquired an additional 20% interest in S Ltd,
an existing subsidiary. This resulted in an amount of R6
550 being
40 000
(33 450)
R6 550
Comments
IFRS 12.18 requires that an entity shall present a schedule that shows the
effects on the
Calculations
In this chapter, the shorter method is used to perform the basic consolidation
procedures (i.e. no worksheet is drawn up). The pro forma consolidation
journal entries are also shown to provide a complete picture.
176
P Ltd 60%–80%
Total
NCI
At
Since
i At acquisition (1/7/20.17)
Share capital
150 000
90 000
60 000
Retained earnings
9 000
5 400
3 600
159 000
95 400
63 600
Equity represented by
goodwill –– Parent
1 600
1 600
160 600
97 000
63 600
ii Since acquisition
Retained earnings
000
1 800
1 200
• Current year:
Profit:
1/7/20.18–31/12/20.18
250
9 150
6 100
Dividend: 30/9/20.18
(10 000)
(6 000)
(4 000)
168 850
4 950
66 900
Further
acquisition
33 450
(33 450)
40 000
33 450
Profit:
1/1/20.19–30/6/20.19
250
12 200
3 050
R184 100
R17 150
(*) Note that, due to the inclusion of the goodwill of R1 600 (relating to the
parent only) in the total equity column, this amount will no longer equate to
exactly 20% of the total equity column.
177
Chapter 13
Comments
a The analysis represents a chronological exposition of the events that affect
the
b The profit of the current period is allocated to two periods, namely the
periods before and after the change in owners’ equity. Special attention must
be paid to the treatment of the subsidiary’s dividend declared/paid, which
relates to a specific date and must therefore be allocated to the correct period
– in this example to the period before the acquisition of additional shares by
the parent.
follows (see IFRS 10.B96) (from the perspective of the NCI): Fair value of
the consideration received by NCI
40 000
33 450
(66 900)
R6 550
The
approach in terms of IFRS 10.B96 that the difference between the change in
the non-controlling interests and the amount paid o
or received is to be recognised in equity
It
is
The parent paid R40 000 for this equity and, as such, the difference of R6
550 is recognised within equity as a transaction between the equity
participants.
follows (see IFRS 10.B96) (from the perspective of the parent): Fair value
of the consideration paid by the parent
(40 000)
33 450
135 400
(101 950)
(R6 550)
3.32(a)(i)
97 000
160 600
(159 000)
Goodwill (parent)
R1 600
178
Dr
Cr
R
R
J1
150 000
9 000
97 000
600
1 600
J2
1 200
200
J3
6 100
100
acquisition)
J4
6 000
000
10 000
J5
33 450
Changes in ownership (equity) (SCE) (IFRS 10.23)
6 550
40 000
eliminated
J6
3 050
050
acquisition)
243 000
150
R260 150
Consolidation adjustments (refer to pro forma consolidation journal entries) l
Recognise change in ownership (in terms of IFRS 10.23)
(6 550)
36 500
Consolidated equity
R290 100
179
Chapter 13
Attributable
Attributable
Total
to parent
to NCI
represented by:
168 850
101 950
66 900
167 250
100 350
66 900
Goodwill
1 600
1 600
33 450
(33 450)
33 450
(33 450)
Goodwill relinquished
N/A
N/A
168 850
135 400
33 450
167 250
133 800
33 450
Goodwill
1 600
1 600
Comments
a No
fair
c IFRS
as can be seen in the journal entries and the statement of changes in equity.
IFRS 10
is not specific about the exact equity category to be used for this transaction.
The authors are of the opinion that a separate equity category should be
used, because the transaction is regarded as equity by IFRS 10 and
specifically transactions with owners in their capacity as owners. Some are
of the opinion that the transaction should be accounted for within retained
earnings, which is also an acceptable alternative.
d In volume 1 of this work (chapter 3.3), it was indicated that the investment
in the subsidiary (in the parent’s record
e The two separate asset pools and the allocation of these asset pools
between the
parent and the non-controlling interests are clearly evident from Calculation
5 above.
180
Example 13.1b
acquisition)
Assume the same information as in example 13.1a, except that P Ltd elected
to measure non-controlling interests at fair value at the date of acquisition.
The fair value of the non-controlling interests was R64 200 at the acquisition
date (when P Ltd obtained control over S Ltd).
Solution 13.1b
P LTD GROUP
AS AT 30 JUNE 20.19
ASSETS
Non-current assets
Goodwill (parent and NCI)
2 200
Current assets
288 500
Total assets
R290 700
Share capital
200 000
Retained earnings
60 150
(6 250)
253 900
Non-controlling interests
36 800
Total equity
290 700
181
Chapter 13
P LTD GROUP
Changes
Non-
Share
Retained
in
con-
Total
Total
capital
earnings
owner-
trolling
equity
ship
interests
Balance at
1 July 20.18
200 000
* 19 800
219 800
! 65 400
285 200
Changes in
equity for
20.19
Total
comprehensive
income for
the year:
50 350
–
50 350
9 150
59 500
Dividends
(10 000)
(10 000)
(4 000)
(14 000)
Purchase of
interest –
(6 250)
(6 250)
(33 750)
(40 000)
Balance at
30 June
20.19
R200 000
R60 150
R36 800
R290 700
P LTD GROUP
During the current year, P Ltd acquired an additional 20% interest in S Ltd,
an existing subsidiary. This resulted in an amount of R6
250 being
40 000
(33 750)
Adjustment to equity attributable to owners of the parent
R6 250
182
P Ltd 60%–80%
Total
NCI
At
Since
i At acquisition (1/7/20.17)
Share capital
150 000
90 000
60 000
Retained earnings
9 000
5 400
3 600
159 000
95 400
63 600
Equity represented by
(comment (a))
2 200
1 600
600
161 200
97 000
64 200
ii Since acquisition
Retained earnings
3 000
1 800
1 200
• Current year:
Profit:
1/7/20.18–31/12/20.18
15 250
9 150
6 100
Dividend: 30/9/20.18
(10 000)
(6 000)
(4 000)
169 450
4 950
67 500
Further
acquisition
33 750
(33 750)
6 250
Consideration and NCI
40 000
33 750
Profit: 1/1/20.19–30/6/20.19
15 250
12 200
3 050
R184 700
R17 150
(*) This amount will not be 20% of the total equity of S Ltd as the goodwill
(at the acquisition date) that was included in the equity at acquisition date is
not in the same proportion to owners’ equity at the acquisition date.
183
Chapter 13
Comments
EQUITY =
+ 2 200 =
+2
200 (goodwill)
This
amount is seen in the total equity column. The net equity therefore
represents the goodwill contributed of R2 200.
follows (see IFRS 10.B96) (from the perspective of the NCI): Fair value of
the consideration received by NCI
40 000
(33 750)
R6 250
Take
note that the amount for goodwill in the consolidated financial statements is
not adjusted. It is the equity, represented by the goodwill that is re-attributed
between the equity participants (parent and NCI).
As
was explained in chapter 13.3 above, this work follows the approach that the
non-controlling owners relinquished some of the goodwill that was
attributable to them to the parent.
c The
follows (see IFRS 10.B96) (from the perspective of the parent): Fair value
of the consideration paid by the parent
(40 000)
33 750
Parent’s interest after transaction ((169 450 – 2 200GW) × 80%) + 1 600
135 700
(101 950)
(R6 250)
C2 Proof of calculation of go
3.32(a)(i)
97 000
64 200
161 200
(159 000)
R2 200
184
The pro forma consolidation journal entries are the same as in example
13.1a, except for those indicated below.
Dr
Cr
J1
150 000
9 000
2 200
97 000
64 200
33 750
6 250
40 000
eliminated
243 000
17 150
R260 150
Consolidation adjustments
(6 250)
l Recognise non-controlling interests
36 800
Consolidated equity
R290 700
Attributable
Attributable
Total
to parent
to NCI
represented by:
169 450
101 950
67 500
167 250
100 350
66 900
Goodwill
2 200
1 600
600
33 750
(33 750)
33 450
(33 450)
Goodwill relinquished
300
(300)
represented by:
169 450
135 700
33 750
167 250
133 800
33 450
Goodwill 2 200
1 900
300
185
Chapter 13
Comments
4 If an increase in the parent’s interest has taken place, the analysis of the
subsidiary’s owners’ equity also separately reflects this increase in interest
in every consolidation thereafter. This is done to
the relevant dates. With reference to example 13.1a, the appropriate sections
of S Ltd’s analysis of owners’ equity with a view to the consolidation on 30
June 20.20
P Ltd 60%–80%
Total
NCI
At
Since
i At acquisition (1/7/20.17)
Share capital
150 000 90
000
60
000
Retained earnings
9 000 5
400
3
600
159 000 95
400
63
600
Equity represented by
goodwill – Parent
1 600
1 600
160 600 97
000
63
600
ii Since acquisition
The
period: 1/7/20.17–31/12/20.18
Retained earnings (aggregated)
8 250
950 3
300
168 850
66
900
33 450
(33
450)
6 550
40 000
33
450
The
period: 1/1/20.19–30/6/20.19
Retained earnings
15 250
12
200 3
050
5A
change in the degree of control usually means that the profit and items of
other comprehensive income of the subsidiary involved must, for the current
period, be allocated between two periods, i.e. the periods
186
l Dividends
Dividends are allocated to the relevant period (before or after the change in
interest), based on the date on which the dividend was declared by the
subsidiary (and no longer at the discretion of the entity – refer to IFRIC 17).
Items of other comprehensive income are usually the result of fair value
movements or the remeasurement of asset or liabilities. These items are
allocated to the relevant period (before or after the change in interest), based
on when the fair value movements occurred or when the assets or liabilities
were remeasured.
2 IFRS 3 establishes the acquisition date as the single measurement date for
all assets acquired, liabilities assumed and any non-controlling interests in
the acquiree (refer to chapters 2 and 9 for detail). The obtaining of control
therefore triggers remeasurement of all the identifiable net assets of the
subsidiary and the 187
Chapter 13
In prior reporting periods, the acquirer may have recognised changes in the
fair value of its equity interest in the acquiree in other comprehensive
income (e.g.
3 Full
l the acquisition-date fair value of the equity interest previously held; l the
amount of any gain or loss recognised as a result of remeasuring the
abovementioned interest to fair value; and
188
Example 13.2
acquisition)
The following are the draft condensed financial statements of P Ltd and
subsidiary S Ltd at 31 December 20.19:
P Ltd
S Ltd
ASSETS
400 000
505 500
Investment in S Ltd (fair value of previously held interest of R54 000 plus
additional consideration of R216 000)
270 000
Total assets
R670 000
R505 500
150 000
100 000
Mark-to-market reserve
10 864
Retained earnings
506 000
405 500
Deferred tax
3 136
R670 000
R505 500
P Ltd
S Ltd
Revenue
700 000
600 000
Cost of sales
(280 000)
(240 000)
Gross profit
420 000
360 000
Other expenses
– (90
000)
420 000
270 000
(120 000)
(81 000)
300 000
189 000
–
Income tax relating to items that will not be reclassified (896)
3 104
R303 104
R189 000
189
Chapter 13
Mark-to-
Retained earnings
market
reserve
P Ltd
S Ltd
P Ltd
206 000
216 500
300 000
189 000
3 104
Dividends: None
R10 864
R506 000
R405 500
Additional information
1 P Ltd bought 15 000 shares in S Ltd on 1 January 20.17 for R40 000.
4 On the date of the business combination, the assets and liabilities of S Ltd
were regarded to be a fair reflection in terms of the requirements of IFRS 3.
Number
Fair value
Fair value
Fair value
of shares
on 1/1/20.17
on 1/1/20.19
on 1/3/20.19
15 000
R40 000
R50 000
R54 000
6 The profit of S
31 December 20.19.
7 The company tax rate is 28% and CGT (capital gains tax) is calculated at
80%
thereof.
190
The consolidated financial statements of P Ltd and its subsidiary S Ltd are
prepared as follows:
P LTD GROUP
AS AT 31 DECEMBER 20.19
ASSETS
Non-current assets
500
Goodwill
12 000
500
Share capital
150 000
Retained earnings
634 989
784 989
Non-controlling interests
129 375
Total equity
914 364
Liabilities
Deferred tax
3 136
500
191
Chapter 13
P LTD GROUP
Revenue (700 000(P) + 600 000(S) – 100 000 (J2)) or (700 000(P) + 600
000 × 10/12 (S))
1 200 000
(480 000)
720 000
Other expenses (90 000(S) – 15 000 (J2)) or (90 000 × 10/12 (S)) (75
000)
645 000
(120 000(P) + 81 000(S) – 13 500 (J2)) or (120 000(P) + 81 000 × 10/12 (S))
(187 500)
457 500
Other comprehensive income:
4 000
3 104
R460 604
418 125
39 375
R457 500
421 229
39 375
R460 604
(#) The same as profit for the year, as the non-controlling interests do not
share in the other comprehensive income in this example.
192
Mark-to-
Non-
Share
Retained
Total
market
Total
controlling
capital
earnings
equity
reserve
interests
Balance at
1 Jan 20.19
150 000
206 000
* 7 760
363 760
– 363
760
Changes in
equity for
20.19
Acquisition of
subsidiary
! 90 000 90
000
Total
comprehensive
year:
418 125
418 125
39 375 457
500
Other
comprehensive
income
3 104
3 104
3 104
Transfer (J1)
10 864
(10 864)
Balance at
31 Dec 20.19
R150 000
R634 989
– R784 989
364
* (50
! 87
000
Comments
The amounts in the marrk-to-market reserve can be explained as follows:
7 760
3 104
3 104
remeasurements
Transferred to retained earnings on the date of acquisition, after tax (54 000
– 40 000) × 77,6% as if the investment was disposed of (10 864)
(IFRS 3.42)
Closing balance
Rnil
193
Chapter 13
Calculations
P Ltd 15%–75%
Total
NCI
At
Since
i At acquisition (1/3/20.19)
Share
capital
100 000
75 000
25
000
248 000
186 000
62
000
As
at
beginning of year
216 500
Profit
31 500
348 000
261 000
87
000
12 000
9 000
3 000
360 000
270 000
90
000
shares purchased
216 000
Fair
previously held
54 000
ii Since acquisition
• Current year:
Profit:
1/3/20.19–31/12/20.19
157 500
118 125 39
375
Dividend: None
–
R517 500
R118
Comments
subsidiary (i.e. acquisition of control during the current year) for more detail
in this regard.
investment of 15 000 shares to the fair value of R54 000 at the date of
acquisition.
C2 Proof of calculation of go
3.32(a)(i)
216 000
90 000
Acquisition-date fair value of acquirer’s previously held equity interest in
the acquiree: IFRS 3.32(a)(iii)
54 000
360 000
(348 000)
R12 000
194
Dr
Cr
J1
864
10 864
Transfer of fair value adjustments previously
J2
100 000
Retained
500
12 000
Revenue
(P/L)
000
000
13 500
270 000
000
J3
39 375
375
acquisition)
195
Chapter 13
Comments
aS
shares to the fair value of R54 000 at the date of acquisition as is indicated in
the analysis above. Furthermore, P Ltd already recognised the resulting fair
value adjustments with the remeasurement in other comprehensive income
under IFRS 9 in its separate financial statements. Then, for the group, the
cumulative fair value gains previously recognised in the marrk-to-market
reserve (OCI) is transferred to retained earnings on the date of acquisition.
IFRS 3 basically treats the previously held
The
cost of the original investment was R40 000. The fair value of this
investment on 1 March 20.19 was R54 000, which resulted in a cumulative
gain of R14 000 before tax. The after tax amount of R10 864 is transferred
within equity, similar to the accounting treatment as if the investment would
have been derecognised (IFRS 9.B5.7.1).
c To
these two months should not form part of the profit or loss for the group and
should be eliminated from the group’s profit or loss. The profits for the first
two months are actually part of the reserves at the acquisition date and
should be eliminated as such in accounting for the business combination.
Refer to chapter 8 dealing with interim acquisition of a subsidiary (i.e.
acquisition of control during the current year) for more detail in this regard.
d Full
a result of remeasuring to fair value the equity interest in the acquiree held
before the business combination (being the transfer of the cumulative gain of
R10 864 within equity – see journal 1).
a subsidiarry
1 The
196
197
Chapter 13
Example 13.3
AS AT 31 DECEMBER 20.12
Ltd
and sub-
sidiaries
S Ltd
(consoli-
dated)
DEBITS
50 000
9 000
8 000
Inventory
144 500
31 000
8 000
3 000
2 000
1 000
R220 000
R44 000
CREDITS
150 000
20 000
50 000
4 000
Revaluation surplus
1 000
9 000
Revenue (*)
20 000
10 000
R220 000
R44 000
(*) Accrued/incurred
evenly
Additional information
1P
Ltd acquired 8
000 shares in S
Ltd on
2 At the acquisition date (i.e. the date on which P Ltd obtained control of S
Ltd), the assets and liabilities of S Ltd were regarded as a fair reflection in
terms of the requirements of IFRS 3. The acquisition-date fair value of P
Ltd’s previously held equity interest was R11 100.
198
7 The company tax rate is 28% and CGT (capital gains tax) is calculated at
80%
thereof.
Solution 13.3
The consolidated financial statements of P Ltd and its subsidiary S Ltd are
prepared as follows:
P LTD GROUP
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 20.12
ASSETS
Non-current assets
59 000
Goodwill (parent)
1 050
60 050
Current assets
500
550
Share capital
150 000
Retained earnings
65 700
215 700
10 850
Total equity
226 550
Liabilities (9 000(S))
9 000
550
199
Chapter 13
P LTD GROUP
26 667
(10 000)
Gross profit
16 667
300
800
17 767
667)
15 100
R15 100
13 700
R15 100
Total comprehensive income attributable to:
13 700
R15 100
P LTD GROUP
Revaluati
Non-
Share
Retained
Total
on
Total
controlling
capital
earnings
equity
surplus
interests
Balance at
1 Jan 20.12
150 000
* 51 600
# 400
202 000
– 202
000
Changes in
equity for
20.12
Acquisition of
subsidiary –
–––
9 450
9 450
Transfers
400 (400)
–
Total
comprehensive
income for
the year:
13 700
13 700
1 400
15 100
Balance at
31 Dec 20.12
R150 000
R65 700
– R215 700
R10 850
R226 550
# 400(S)
200
P Ltd 40%
Total
NCI
At
Since
Share capital
20 000
8 000
12 000 *
Retained
earnings
–
–
20 000
8 000
12 000 *
Consideration
000
Retained
earnings (4 000 – 0)
4 000
1 600 RE
2 400 *
Revaluation surplus
1 000
400 RS
600 *
• Current year:
Profit: 1/1/20.12–30/4/20.12
2 000
800 RE
1 200 *
27 000
2 800
16 200 *
Derecognise associate
(IFRS 3.BC384)
(27 000)
(8 000) (2 800)
400 RE
(400)RS
–
–
201
Chapter 13
P Ltd 65%
Total
NCI
At
Since
Share capital
20 000
13 000
7 000
2 600
1 400
acquisition 2
000
1 300
700
Revaluation surplus
1 000
650
350
27 000
17 550
9 450
1 050
1 050
–
Consideration and NCI
28 050
18 600
9 450
purchased (25%)
7 500
11 100
ii Since acquisition
Profit: 1/5/20.12–31/12/20.12
4 000
2 600 RE
1 400
R32 050
RE = retained earnings
202
Changes in ownership of subsidiaries through buying or selling shares
Comments
beginning of the year and the net profit for the first four months up to the
date of the business combination. Refer to J5 and comment (c) to the journal
entries.
In
this
example, all the assets and liabilities of S Ltd were regarded as fairly valued
at the date of the business combination and no adjustment to the individual
assets and liabilities in terms of IFRS 3 was needed. Refer to self-assessment
question 1 where this was indeed the case.
c Before
30 April 20.12 (the acquisition date), S Ltd is only an associate of P Ltd and
the non-controlling interests are not recognised as such. These amounts (*)
are given for information purposes only as S Ltd only became a subsidiary at
the
acquisition date and the non-controlling interests are then recognised. In this
example, the non-controlling interests are measured at their proportionate
share of the acquiree’s identifiable net assets at the
35%). IFRS 3.B64(o)(i) only requires disclosure of the amount of the non-
controlling interests in the acquiree recognised at the acquisition date (i.e.
R9 450).
C2 Proof of calculation of go
9 450
Acquisition-date fair value of acquirer’s previously held equity interest in
the acquiree: IFRS 3.32(a)(iii) (given)
11 100
28 050
(27 000)
Goodwill (parent)
R1 050
203
Chapter 13
Dr
Cr
J1
2 000
1 600
Revaluation surplus (SCE)
400
J2
800
800
acquisition) of associate
J3
300
300
J4
Revaluation surplus (SCE) (comment (d) above)
400
400
J5
20 000
Retained
(comment (c))
4 000
1 000
1 050
3 333
18 600
450
J6
1 400
400
acquisition)
204
Changes in ownership of subsidiaries through buying or selling shares
Comments
a Journal
1 and 2 are typical journal entries for the accounting of associates in terms of
c To
these four months should not form part of the profit or loss for the group and
should be eliminated from the group’s profit or loss. The profits for the first
four months are actually part of the reserves at the acquisition date and
should be eliminated as such in accounting for the business combination.
Refer to chapter 8 dealing with interim acquisition of a subsidiary (i.e.
acquisition of control during the current year) for more detail in this regard.
d Full
immediately before the acquisition date (being R11 100) and amount of the
gain recognised as a result of remeas
held before the business combination (being the gain of R300 included in the
line item for “other income”).
1 The
l the recognition of the asset received for the dissposal (e.g. cash proceeds); l
derecognition of the carrying amount of the asset disposed of from the asset
account (e.g. the investment held in another entity is derecognised); and l
recognition of any gain or loss on disposal (either in profit or loss or directly
in equity, depending on whether control has been lost).
2 In
the separate financial statements of the parent, the gain or loss on the
disposal of the shares is calculated in accordance with the cost method or
fair value method (depending on the accounting policy applied by the
parent for the measurement of investments in subsiidiaries in its separate
financial statements –
IAS 27.10). This policy decision will affect the accounting for the disposal
of a parent’s interest in a subsidiary:
l If the parent has accounted for the investmennt in the subsidiary in its
separate financial statements at cost, the gain or loss on the disposal of its
interest is calculated purely as the difference between the proceeds from the
disposal of the shares and the historic cost price of the shares disposed of.
The gain or loss is
205
Chapter 13
Comments
l If the parent has accounted for the investmennt in the subsidiary in its
separate financial statements in accordance with IFRS 9 the investment
would be measured at fair value at any given time. The parent ma ay choose
to remeasure
(IFRS 9.B5.7.1).
less
decrease in the net asset value since acquisition date) now given up due to
the disposal of the shares
equals
Net asset value as at the acquisition date plus reserves to date of disposal
equal the
4 The
control is not lost, and IFRS 10.25 where control iis lost.
206
is not lost
This means that no change in the carrying amount of the subsidiary’s assets
(including goodwill) or liabilities is recognised.
The amount for the consolidated gain or loss for the group may be different
from that of the parent and must be recognised directly in equity. In
preparing the consolidated financial statements, the adjustment to the non-
controlling interests (reflecting the change in their relative interest in the
equity of the subsidiary) will also need to be reflected in the consolidated
statement of changes in equity. This approach will also be evident from the
pro forma consolidation journal entries in the example below (see journal 4).
It was mentioned in chapter 13.3 above that the approach for calculating the
adjustment to the non-controlling interests is based on the view that the
subsidiary basically consists of two separate asset pools: one asset pool in
respect of all the other net assets (excluding goodwill); and goodwill. With a
partial sale of an interest in a subsidiary by the parent (without losing
control), the equity represented by the other net assets will always be re-
attributed between the parent and the non-controlling interests based on their
new ownership’ interests. The equity 207
Chapter 13
represented by goodwill will only be re-attributed between the parent and the
non-controlling interests if goodwill was initially measured in respect of the
non-controlling interests (i.e. the non-controlling interests were initially
measured at fair value). This approach is illustrated in calculation 4 of the
following two examples.
Example 13.4a
The following represents the condensed financial statements of P Ltd and its
subsidiary at 31 December 20.15:
P Ltd
S Ltd
ASSETS
Inventory
70 000
100 000
Bank
63 150
60 000
Investment in S Ltd: 6 000 shares at cost (R40 000 – R10 000) 30 000
Total assets
R163 150
R160 000
90 000
10 000
120 000
Retained earnings
73 150
30 000
R163 150
R160 000
208
P Ltd
S Ltd
Revenue
100 000
80 000
Cost of sales
(67 000)
(56 000)
Gross profit
33 000
24 000
Other income (profit on sale of shares)
25 000
58 000
24 000
(14 850)
(9 000)
43 150
15 000
R43 150
R15 000
P Ltd
S Ltd
30 000
15 000
43 150
15 000
R73 150
R30 000
Additional information
1 P Ltd acquired its 80% interest (8 000 shares) in S Ltd on 1 January 20.11
for R40 000. On that date S Ltd’s equity consisted of the following: Share
capital
R10 000
Replacement reserve
R30 000
Retained earnings
R5 000
209
Chapter 13
4 On
30 June 20.15 P Ltd disposed of 2 000 of the shares in S Ltd for R35 000
(fair value). P Ltd accounted for the cash proceeds from the disposal of the
interest as follows in its separate financial statements:
Dr
Cr
R
J1
Bank (SFP)
35 000
10
000
25
000
of investment
5 600
600
of shares
5 The
disposal of the interest in the subsidiary did not comply with the criteria of
IFRS 5 Non-current Assets Held for Sale and Discontinued Operations
until the date of disposal.
6 The
7S
Ltd
made no transfer to/from the replacement reserve during the current year.
8 The
Comments
assumed that a company may well create any reserve by choice (as a transfer
within equity, i.e. from retained earnings to a reserve). In this example, it
was assumed that S Ltd created a replacement reserve in the past to replace
assets that were fully depreciated during the current period, in the next year.
The reserve is merely used to illustrate the effect of a partial sale of an
interest in a subsidiary on other reserves (other than retained earnings).
b There are various ways in which the partiial disposal of the investment
can be recognised in the investor’s separate financial statements. When share
disposals take place, the separate financial statements of the parent may
contain an item such as a
ed (and not as was done in note 4 of this example). If this is the case, the
separate financial statements of the parent (P Ltd) must first be corrected by
some actual correcting journal entries (i.e. not pro forma consolidation
journal entries) to achieve the entries indicated in note 4 above.
210
In this example, P Ltd retained control over S Ltd, even though it sold some
of its interest in S Ltd to the non-controlling interests. P Ltd therefore
combines its financial statements and those of S Ltd (as a subsidiary) line by
line by adding together like items of assets, liabilities, equity, income and
expenses (IFRS 10.B86(a)). Thereafter, the normal consolidation principles
will be followed to eliminate common items and to recognise any non-
controlling interests and goodwill.
The consolidated financial statements of P Ltd and its subsidiary S Ltd are
prepared as follows:
P LTD GROUP
AS AT 31 DECEMBER 20.15
ASSETS
Non-current assets
4 000
Current assets
Inventory (70 000(P) + 100 000(S)) 170
000
123 150
293 150
150
Share capital
90 000
Retained earnings
84 650
58 500
233 150
Non-controlling interests
64 000
Total equity
297 150
Total equity and liabilities R297
150
211
Chapter 13
P LTD GROUP
000
(123 000)
Gross profit
57 000
57 000
(23 850)
R33 150
28 650
4 500
R33 150
28 650
4 500
R33 150
(#) The same as profit for the year, as there is no other comprehensive
income in the example.
212
Changes in ownership of subsidiaries through buying or selling shares P
LTD GROUP
Changes
Re-
Re-
Non-
Share
in
tained
place-
con-
Total
Total
capital
owner-
earn-
ment
trolling
equity
ship
ings
reserve
interests
Balance at
1 Jan 20.15
90 000
– * 38 000
72 000
229 000
Changes in
equity for
20.15
Total
compre-
hensive
income for
the year:
28 650
28 650
4 500
33 150
Transfer from
replacement
reserve
Disposal of
interest
–
4 500
4 500
30 500
35 000
Balance at
R4 500 R84 650 R54 000 R233 150 R64 000 R297 150
P LTD GROUP
During the current year, P Ltd sold a 20% interest in S Ltd, an existing
subsidiary, without losing control over S Ltd. This resulted in an amount of
R4 500 being recognised in equity as presented in the consolidated statement
of changes in equity. Details of the transaction between the equity
participants are as follows:
(30 500)
R4 500
213
Chapter 13
Calculations
P Ltd 80%–60%
Total
NCI
At
Since
i At acquisition (1/1/20.11)
Share capital
10 000
8 000
2 000
Replacement reserve
30 000
24 000
6 000
Retained earnings
5 000
4 000
1 000
45 000
36 000
9 000
– Parent
4 000
4 000
49 000
40 000
9 000
ii Since acquisition
• To beginning of current year:
Retained
earnings
000
8 000 RE 2
000
Replacement
reserve
000
72 000 RR 18
000
• Current year:
Profit: 1/1/20.15–30/6/20.15
500
6 000 RE 1
500
156 500
14 000 RE
30 500
72
000 RR
(3 500) RE
(comment (b)) (9
000)
(18 000) RR 30
500
156 500
61 000
Profit: 1/7/20.15–31/12/20.15
500
4 500 RE 3
000
R164 000
R15 000 RE
R64 000
R54 000 RR
RE = Retained earnings
RR = Replacement reserve
a The parent’s interest in S Ltd changed from 80% (8 000/10 000 shares) up
to
(35 000)
30 500
61 000
(30 500)
(R4 500)
The
approach in terms of IFRS 10.B96 that the difference between the change in
the non-controlling interests and the amount paid or received is to be
recognised in equity
is also clear from J4 below. The entries made by the parent against the
investment (R10 000) and the profit on the sale of the shares (R25 000) are
reversed and the principles of IFRS 10.B96 are applied.
35 000
(30 500)
95 500
(126 000)
R4 500
The
35 000
(9 000)
(3 500)
(18 000)
continued
215
Chapter 13
35 000
(30 500)
Goodwill relinquished (not realised as control not lost and not transferred as
NCI did not share in any goodwill at acquisition) (comment (f))
–
Amount to be recognised directly in equity (in group context) R4 500
Therefore, the non-controlling interests did not share in any of the goodwill
recognised. Furthermore, IFRS 10.BCZ168 indicates that no changes should
be made to goodwill in respect of a disposal of interest where control is
maintained (i.e.
The calculation of the gain on disposal (at group level) should therefore
incorporate
the fact that goodwill is not transferred to the non-controlling interests. This
is done by using the historic fair value of the assets and liabilities obtained
with the original business combination (acquisition) and not the purchase
price which includes the goodwill amount.
As was explained in chapter 13.3 above, this work follows the approach that
the parent only relinquishes some of the goodwill that was attributable to it,
to the non-controlling owners if goodwill was initially also recognised in
respect of the non-controlling interests (NCI was measured at fair value at
the date of the business combination).
g The group’s gain on the partial disposal of the interest can also be
calculated from (or
25 000
Adjustments to be made at group level:
(4 000 × 20/80)
1 000
(21 500)
9 000
49 000
(45 000)
Goodwill (parent)
R4 000
216
Cr
J1
10 000
30 000
5 000
4 000
40 000
9 000
J2
18 000
20 000
J3
1 500
1 500
J4
000
25 000
30 500
J5
18 000
reserve (SCE)
18 000
3 000
3 000
Chapter 13
Comments
a The parent accounted for its investment in the subsidiary at cost and there
were no
b J4 firstly reverses the entries made by the parent with the sale of some
shares (the parent credited the investment with the partial cost of R10 000
and recognised the profit of R25 000). Then the group’s adju
ownership are recognised in accordance with IFRS 10.23 and B96. The
parent’s balance for the investment in the subsidiary is effectively cancelled
(balance is Rnil) after all the pro forma consolidation journal entries
(Investment of R30 000(given) –
c From the analysis and comment (g) above, it is clear that the parent
effectively disposed of a portion of its interest in the replacement reserve of
S Ltd (20/80 ×
72 000 = R18 000) (i.e. loss of reserves attached to the shares disposed of).
J5 is needed to reflect this loss of a portion of the reserve. It is also clear
from the analysis
that the closing balance for the replacement reserve should be R54 000 and
not R72 000. This transfer to retained earnings will also be made from any
other reserve (e.g. revaluation surplus, or mark-to-market reserve) that the
subsidiary may have had.
d J4
reverses the entries made by the parent with the sale of the shares, but note
that the actual current tax (capital gains tax) pa
payment has indeed been made to the South African Revenue Services,
irrespective of the group’s adjustments and cannot be reversed. Some experts
are of the opinion that this tax expense should, however, be moved to equity
as the group’s adjustment
ntrolling interests).
Attributable Attributable
Total
to parent
to NCI
sented by:
156 500
126 000
30 500
152 500
122 000
30 500
Goodwill
4 000
4 000
(30 500)
30 500
(30 500)
30 500
Goodwill relinquished
N/A
N/A
156 500
95 500
61 000
152 500
91 500
61 000
Goodwill
4 000
4 000
218
Example 13.4b
Assume the same information as in example 13.4a, except that P Ltd elected
to measure non-controlling interests at fair value at the date of acquisition.
The fair value of the non-controlling interests was R9 900 at the acquisition
date (when P Ltd obtained control over S Ltd).
Solution 13.4b
P LTD GROUP
AS AT 31 DECEMBER 20.15
ASSETS
Non-current assets
4 900
Current assets
000
123 150
293 150
Share capital
90 000
Retained earnings
84 650
57 500
232 150
Non-controlling interests
65 900
Total equity
298 050
050
219
Chapter 13
P LTD GROUP
Changes
Re-
Non-
Re-
Share
in
place-
con-
Total
tained
Total
capital
owner-
ment
trolling
equity
earnings
ship
reserve
interests
Balance at
1 Jan 20.15
90 000
– * 38 000
72 000
229 900
Changes in
equity for
20.15
Total
compre-
hensive
income for
the year:
year
– 28
650
28 650
4 500
33 150
Transfer from
replacement
reserve
Disposal of
interest
3 500
–
3 500
31 500
35 000
Balance at
R3 500 R84 650 R54 000 R232 150 R65 900 R298 050
P LTD GROUP
During the current year, P Ltd sold a 20% interest in S Ltd, an existing
subsidiary, without losing control over S Ltd. This resulted in an amount of
R3
35 000
R3 500
220
P Ltd 80%–60%
Total
NCI
At
Since
i At acquisition (1/1/20.11)
Share capital
10 000
8 000
2 000
Replacement reserve
30 000
24 000
6 000
Retained earnings
5 000
4 000
1 000
45 000
36 000
9 000
4 900
4 000
900
49 900
40 000
9 900
ii Since acquisition
Retained
earnings
(15 000 – 5 000)
10 000
8 000 RE
2 000
Replacement
reserve
000
72 000 RR 18
000
• Current year:
Profit: 1/1/20.15–30/6/20.15
500
6 000 RE 1
500
157 400
14 000 RE
31 400
72
000 RR
(9 000)
(3 500) RE
31 500
(comment (b))
(1 000)
(18 000) RR
157
400
62 900
Profit: 1/7/20.15–31/12/20.15
500
4 500 RE
3 000
R164 900
R15 000 RE
R65 900
R54 000 RR
RE = Retained earnings
RR = Replacement reserve
221
Chapter 13
Comments
follows (see IFRS 10.B96) (from the perspective of the NCI): Fair value of
the consideration paid by NCI
(35 000)
31 500
62 900
(31 400)
(R3 500)
Through the parent’s disposal of 20% of the interest in the subsidiary (being
20/80 =
25% of the parent’s interest), 20% of the net asset value (excluding
goodwill) ((157 400 – 4 900) × 20% = 30 500) was transferred from the
parent’s interest to the
follows (see IFRS 10.B96) (from the perspective of the parent): Fair value
of the consideration received by the parent
35 000
(31 500)
Parent’s interest after transaction ((157 400 – 4 900GW) × 60%) +
94 500
(126 000)
R3 500
The
35 000
(31 500)
(10 000)
(18 000)
35 000
(30 500)
Goodwill relinquished (as NCI also shared in the goodwill) (comment (d)) (4
000 × 20/80)
(1 000)
continued
222
controlling interests. The calculation of the gain on disposal (at group level)
should therefore incorporate the fact that goodwill is indeed transferred to
the non-controlling interests. This is done by using the purchase price of the
investment, which includes the goodwill number.
As was explained in chapter 13.3 above, this work follows the approach that
the parent does relinquish some of the goodwill that was attributable to it, to
the non-controlling owners if goodwill was initially also recognised in
respect of the non-controlling interests (NCI was measured at fair value at
the date of the business combination).
e The group’s gain on the partial disposal of the interest can also be
calculated from (or
25 000
(21 500)
9 900
49 900
(45 000)
R4 900
223
Chapter 13
The pro forma consolidation journal entries are the same as in example
13.4a, except for those indicated below.
Dr
Cr
J1
10 000
Replacement reserve (SCE)
30 000
5 000
4 900
40 000
9 900
J4
000
25 000
3 500
31 500
Pro forma correction of group gain on disposal to
Attributable Attributable
Total
to parent
to NCI
sented by:
157 400
126 000
31 400
152 500
122 000
30 500
Goodwill
4 900
4 000
900
(31 500)
31 500
(30 500)
30 500
(1 000)
1 000
ed by:
157 400
94 500
62 900
152 500
91 500
61 000
Goodwill
4 900
3 000
1 900
investment retained
This section of the work deals with a loss of control and IFRS 10.25–26 and
B97–B99
1 IFRS 10.25 and B98 states that if a parent loses control of a subsidiary, it
(in the consolidated financial statements):
l recognises:
• the fair value of the consideration received, if any, from the transaction,
event or circumstances that resulted in the loss of control; and
Comments
b The process listed above (in terrms of IFRS 10.B98) can easily be used to
calculate
2 This
Any investment that is retained in the former subsidiary (i.e. after the loss
of control) should be measured at its fair value on the date when control is
lost.
IFRS
225
Chapter 13
3 In
its
separate financial statements the parent will recognise a gain or loss on the
disposal of the shares or will transfer an appropriate amount from the mark-
to-market reserve to retained earnings, depending on whether the investment
in the subsidiary was measured at cost or in accordance of IFRS 9 (at fair
value through other comprehensive income). Refer to paragraph 13.6 of this
chapter for more detail in this regard. The entries made in the parent’s
separate financial statements will be reversed upon consolidation and the
consolidated profit or loss will be accounted for, as indicated above.
IAS 27 and IFRS 10 are not clear on how any retained investment should
be accounted for after the partial sale in the separate financial statements of
the parent. If the retained investment only represents a simple investment
(with no control, joint control, or significant influence), it should be
accounted for as a financial asset under IFRS 9 and initially be measured at
fair value. If the parent had measured the investment in the former
subsidiary at cost, it is assumed that the remeasurement to fair value should
be recognised in profit or loss (similar to a
“day 1” gain – refer to IFRS 9.B5.1.2A(a)). If the parent had measured the
investment in the former subsidiary at fair value under IFRS 9, that fair
value would merely represent the initial measurement of the financial asset.
• the parent;
• the subsidiaries that were subsidiaries for the whole term of the year under
consideration; and
The operating results of subsidiaries acquired during the reporting period are
consequently included in the consolidated statement of profit or loss and
other comprehensive income as from the date of acquisition, whilst the
results of a subsidiary disposed of are included up to the date of disposal.
226
6 Given the requirements of IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations, it should be noted that in the period preceding
the disposal of a subsidiary, the latter will most probably meet the
requirements of IFRS 5 for classification as a non-current asset held for sale
in the consolidated financial statements of the parent company. This would
entail classifyin ng the assets
of the subsidiary as held for sale on the face of the statement of financial
position in a single line item, as well as separately classifyin
equity items of the subsidiary directly relating to non-current assets held for
sale.
The subsidiary held for sale will most probably also qualify as a component
of an entity which is a major line of business or a separate geo ographical
segment, and
7 The
227
Chapter 13
l the parent’s share in the subsidiary’s profit for the current year to the date
of disposal
plus
l the gain (loss) on disposal of the interest in group context (as discussed
earlier)
equals
Example 13.5
acquisition date)
The following are the abridged trial balances of P Ltd and S Ltd on 31
December 20.14:
P Ltd
S Ltd
CREDITS
50 000
6 000
6 000
1 600
Deferred tax
((1 230 – 693) × 80% × 28%) (R1 rounding adjustment) or (114 + 7) 121
Revenue (*)
8 000
2 000
R67 944
R9 600
DEBITS
Bank
60 447
8 000
4 800
1 400
1 467
200
1 230
R67 944
R9 600
228
3 P Ltd accounted for the investment in S Ltd (as a subsidiary) at cost in its
separate financial statements.
On 30 June 20.14
R2,00
On 31 December 20.14
R2,05
5 The disposal of the subsidiary does not comply with the criteria of IFRS 5
Non-current Assets Held for Sale and Discontinued Operations until the
date of disposal.
6 The
subsidiary
does
7 A company tax rate of 28% applies and CGT is calculated at 80% thereof.
The actual journal entries to recognise the partial sale of the share
investment in the separate financial statements of the parent will be: Dr
Cr
J1 Bank
(SFP)
800
4 507
3 293
of investment
J2
SARS
tax
payable/Bank (SFP)
738
of shares
229
Chapter 13
Cr
R
R
507
507
(comment (b))
114
114
Comment
a In this example the parent elected to account for the investment in the
subsidiary at cost in its separate financial statements. Refer to self-
assessment question 3 where the investment in the subsidiary is accounted
for under IFRS 9 in the parent’s separate financial statements.
b The
P LTD GROUP
AS AT 31 DECEMBER 20.14
ASSETS
Non-current assets
Current assets
60 447
Total assets
R61 667
Share capital
50 000
Retained earnings
11 647
61 670
Non-controlling interests
Total equity
61 670
Liabilities
R61 667
230
9 000
500)
Gross profit
3 500
2 750
6 250
(1 453)
4 797
23
23
R4 820
R4 797
4 770
R4 820
231
Chapter 13
P LTD GROUP
Mark-to-
Non-
Share
Retained
Total
market
Total
controlling
capital
earnings
equity
reserve
interests
Balance at
1 Jan 20.14
50 000
* 6 900
56 900
1 900
58 800
Changes in
equity for
20.14
Total
comprehensive
year:
4 747
4 747
50
4 797
Other compre-
hensive
income
23
23
23
Loss of control
over subsidiary
(1 950) (1
950)
Balance at
31 Dec 20.14
R50 000
R11 647
R23
R61 670
R61 670
*6
P LTD GROUP
Comment
a Due
to
relinquished).
b IFRS 12.19 requires that an entity shall disclose the gain or loss (gain of
R2 750) with the loss of control over a subsidiary. Furthermore, the entity
should disclose the portion of that gain or loss attributable to measuring any
investment retained in the former subsidiary at its fair value at the date when
control is lost (being R367). The line item (being other income) in profit or
loss in which the gain or loss is recognised (if not presented separately)
should also be d
disclosed.
232
Changes in ownership of subsidiaries through buying or selling shares
Calculations
Although control over the subsidiary was relinquished durin ng the current
financial
l the
l attributable profit of the subsidiary for the period in which it was disposed
of.
Comment
These three components (together with the reversal of the parent’s entries in
its separate financial statements) are also clearly evident in journal 1 below.
P Ltd 75%–10%
Total
NCI
At
Since
i At acquisition (1/1/20.12)
Share capital
6 000
4 500
500
Retained earnings
400
300
100
6 400
4 800
600
– Parent
400
400
6 800
5 200
600
ii Since acquisition
1 200
900
300
• Current year:
Profit: 1/1/20.14–30/6/20.14
200
150
50
Total
8 200
1 050
1 950
(4 800)
(8 200)
(400)
(1 050) (1
950)
233
Chapter 13
1 600
6 800
(6 400)
Goodwill (parent)
R400
Dr
Cr
J1
3 293
507
Non-controlling
interests (P/L)
50
(comment (b))
2 750
Retained
earnings
900
Revenue
(P/L)
000
J2 Deferred
tax
(SFP)
114
114
J3
Non-controlling interests (SFP/SCE) (derecognised)
1 950
Non-controlling
interests (SFP/SCE)
1 900
50
234
a The
fair value adjustments to the investment iin S Ltd were as follows: Fair value
of remaining investment at 30 June 20.14 (600 × R2,00) 1 200
30
Fair value at end of current year (600 × R2,05)
R1 230
b If a parent loses control, as is the case with S Ltd here, the gain or loss on
disposal of the interest would be calculated as follows using IFRS 10.B98:
Derecognise assets (including goodwill) and liabilities on date control is lost
(7 800 other net assets + 400 goodwill)
(8 200)
1 950
(6 250)
7 800
1 200
R2 750
(5 417)
Profit on disposal
R2 383
1 200
Remeasurement gain
R367
7 800
(4 507)
(4 160)
Goodwill realised (only for the parent company) (400 × 65/75) (347)
(910)
Profit on disposal
2 383
R2 750
Or
7 800
Attributable net assets disposed of (net asset value of R7 800 × 65%) (5 070)
Goodwill realised (only for the parent company) (400 × 65/75) (347)
Profit on disposal
2 383
367
R2 750
continued
235
Chapter 13
Care should be taken not to confuse the proceeds of R7 800 with the net
asset value of the subsidiary of R7 800 at the date of the loss of control. It is
purely coincidence that the amounts are the same.
e The investment in S Ltd is, after the loss of control, treated as a simple
investment (at fair value through other comprehensive income). The
investment account should therefore be equal to the fair value of R1 230 (see
comment (a)). The mark-to-market reserve should reflect the fair value gain
after the loss of control, being R23 ((1 230 –
1 200) × 77,6%), while the deferred tax balance should be R7 ((1 230 – 1
200) × 80%
Dr
Cr
J1
Retained
earnings
900
of the year
J2
150
Revenue
(P/L)
(2 000 × 6/12)
000
700
100
Non-controlling
interests (P/L)
50
J3
3 293
507
3 800
J4
2 383
2 383
J5
367
236
an associate
This section of the work is similar to the section above and also deals with a
loss of control over a subsidiary. The requirements of IFRS 10.25–26 and
B97–B99 are also applicable. The section above addressed the scenario
where the entire interest in a subsidiary was disposed of. This section deals
with the scenario where control over the subsidiary is lost, but an interest is
retained whereby significant influence is exercised.
Example 13.6
P Ltd and
subsidiaries
A Ltd
(consolidated)
ASSETS
500 000
70 000
51 000
–
Equity investments at fair value through other
comprehensive income
25 477
Inventory
369 000
109 200
Total assets
R920 000
R204 677
400 000
100 000
Retained earnings
420 000
99 200
Mark-to-market reserve
–4
250
Non-controlling interests
100 000
Deferred tax
–1
227
R920 000
R204 677
237
Chapter 13
P Ltd and
sub-
sidiaries
A Ltd
(consoli-
dated)
Revenue
671 000
111 200
Cost of sales
(210 000)
(36 000)
Gross profit
461 000
75 200
35 000
10 000
506 000
75 200
(146 000)
(24 000)
360 000
51 200
3 286
(736)
2 550
R360 000
R53 750
51 200
Non-controlling interests
40 000
R360 000
R51 200
320 000
53 750
Non-controlling interests
40 000
R360 000
R53 750
238
Retained earnings
P Ltd
Mark-to-
and
market
sub-
reserve
sidiaries
A Ltd
A Ltd
(consoli-
dated) –
parent
1 700
150 000
73 000
–
320 000
51 200
2 550
(50 000)
(25 000)
R4 250
R420 000
R99 200
Additional information
1 P Ltd acquired 80% of the issued share capital of A Ltd on 1 January 20.3
for R102 000, when the retained earnings of A Ltd amounted to R25 000.
3 On 31 March 20.17 P Ltd disposed of 40 000 shares in A Ltd for R86 000.
P Ltd has exercised significant influence over the financial and operating
policy decisions of A Ltd since that date. The fair value of the remaining
investment by P Ltd in A Ltd was R80 000 at the date of disposal of the
interest.
4 P Ltd accounted for the investment in A Ltd at cost in its separate financial
statements (in terms of IAS 27.10 and IAS 28.44).
5 The disposal of the interest in the subsidiary did not comply with the
criteria of IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations until the date of disposal thereof.
7 A Ltd’s profit and tax for 20.17 accrued evenly. The fair value gain on the
equity investments at fair value through other comprehensive income of A
Ltd only relates to the period after 1 April 20.17.
8 The company tax rate is 28% and CGT is calculated at 80% thereof.
239
Chapter 13
Comments
a The separate financial statements of P Ltd already include the gain on the
partial disposal of its investment in A Ltd
Proceeds
86 000
Cost price of portion sold (40 000/80 000 shares × R102 000) (51 000)
Gain on disposal
R35 000
b The separate financial statements of P Ltd also already include the tax
payable on this gain of R7 840 (35 000 × 80% × 28%).
Solution 13.6
P LTD GROUP
AS AT 31 DECEMBER 20.17
ASSETS
Non-current assets
500 000
Investment in associate
586 380
Current assets
Inventory (P and other subsidiaries)
369 000
Total assets
R955 380
Share capital
400 000
Retained earnings
454 360
Mark-to-market reserve
1 020
855 380
100 000
R955 380
240
698 800
000)
479 800
14 000
15 360
509 160
(152 000)
357 160
1 020
R358 180
314 600
42 560
R357 160
315 620
42 560
R358 180
241
Chapter 13
P LTD GROUP
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Non-
Mark-to-
Share
Retained
con-
Total
market
Total
capital
earnings
trolling
equity
reserve
interests
Balance at
1 Jan 20.17
1 360
589 760 ! 94 940
684 700
Changes in equity
for 20.17
Dividends
– (50
000)
– (50
000)
– (50
000)
Total
comprehensive
year:
314 600
314 600
42 560
357 160
Other comprehen-
sive income
1 020
1 020
1 020
posal of interest
in A Ltd
1 360
(1 360)
Disposal of interest
in A Ltd and
derecognition of
non-controlling
(37 500)
(37 500)
Balance at
31 Dec 20.17
Other: 100 000 end – 40 000 current year = 60 000 opening balance plus A
Ltd: 25 000 + 9 600 +
340 = 94 940
P LTD GROUP
242
b Upon
c IFRS
12.19 requires that an entity shall disclose the gain or loss (gain of R14 000)
with the loss of control over a subsidiary. Furthermore, the entity should
disclose the portion of that gain or loss attributable to measuring any
investment retained in the former subsidiary at its fair value (being R4 000)
at the date when control is lost. The line item (being other income) in profit
or loss in which the gain or loss is recognised (if not presented separately)
should also be d
disclosed.
Calculations
P Ltd 80%
Total
NCI
At
Since
i At acquisition
Share capital
100 000
80 000
20 000
Retained earnings
25 000
20 000
5 000
125 000
100 000
25 000
Equity
represented by goodwill
– Parent
2 000
2 000
127 000
102 000
25 000
ii Since acquisition
Retained earnings
48 000
38 400 RE 9
600
Mark-to-market reserve
1 700
1 360 MtM 340
• Current year:
Profit: 1/1/20.17–31/3/20.17
12 800
10 240 RE 2
560
189 500
48 640 RE
37 500
1 360 MtM
50 000
(50 000)
(37 500)
(IFRS 10.B98)
Transfer of mark-to-market
(1 360) MtM
reserve (IFRS 10.B99) (J2)
1 360 RE
243
Chapter 13
P Ltd 40%
Total
NCI
At
Since
i At acquisition
value
200 000
80 000
n/a
ii Since acquisition
• Current year:
Profit: 1/4/20.17–31/12/20.17
38 400
15 360 RE
n/a
Mark-to-market reserve
2 550
1 020 MtM
n/a
Dividend
(25 000)
(10 000) RE
n/a
R215 950
R5 360 RE
n/a
R1 020 MtM
RE = Retained earnings; MtM = Mark-to-market reserve
25 000
127 000
(125 000)
Goodwill (parent)
R2 000
Dr
Cr
J1
29 000
9 000
(comment (a))
2 560
000
27
800
38 400
1 360
10 000
4 000
Consolidation of subsidiary for first three months
continued
244
Dr
Cr
J2 Mark-to-market
reserve
(SCE)
(comment (c)) 1
360
1 360
of IFRS 10.B99
J3
Non-controlling interests (SFP/SCE) (derecognised)
37 500
34 940
Non-controlling
interests (SFP/SCE)
2 560
J4
16 380
15 360
(MtM) (OCI)
1 020
J5
Other income
10 000
10 000
IAS 28.10
245
Chapter 13
Comments
a Note that A Ltd was only a subsidiary of P Ltd for the first three months
of the current year. Since A Ltd was not a subsidiary of P Ltd at the
reporting date, A Ltd’s individual financial statements will not be combined
with those of the parent (P Ltd) as a starting point for consolidation. This
means that the results for A Ltd (for the period that it was a subsidiary of P
Ltd) would have to be journalised into the consolidation, as is seen in the
pro forma consolidation journal entry above.
bP
Ltd disposed of 40 000 shares in A Ltd and lost control over A Ltd. The
gain or loss on the disposal of the interest would be calculated as follows
using IFRS 10.B98:
37 500
(152 000)
(IFRS 10.B98(b))
86 000
80 000
86 000
Profit on disposal
R10 000
Carrying amount of interest retained (40/80 × R152 000 (above)) (76 000)
80 000
Remeasurement gain
R4 000
remeasurement of the retained interest (refer to (d) below), plus R10 000
arising from the R86 000 received for equity of R76 000 that was disposed
of (refer to (e) below). These two amounts (R4 000 and R10 000) were
presented separately in J1
for illustration purposes. Note that both these amounts should be disclosed
separately in terms of IFRS 12.19.
c With
80 000
Carrying amount of retained 40% investment in former subsidiary ((102 000
× 40/80) + (50 000 × 40/80)(analysis)) or
(76 000)
R4 000
continued
246
86 000
(51 000)
(50 000)
(1 000)
10 000
4 000
R14 000
The gain of R10 000 from the equity relinquished to NCI can also be
calculated as follows:
86 000
(75 000)
Goodwill realised (only for the parent company) (2 000 × 40/80) (1 000)
R10 000
It is important to note that only the goodwill relating to the parent company
(i.e.
38 400
1 360
Included in profit for the current period (*) as various line items 10 240
50 000
Group’s net gain in the consolidated statement of profit or loss and other
comprehensive income (see comment (b) above)
14 000
(29 000)
This approach is also evident from J1 above where the investment in A Ltd
is increased with R29 000 (fair value of R80 000 less cost price of R51 000
still contained in the separate financial statements of P Ltd), the amount of
profit per P Ltd is reversed and replaced by the parent’s portion of the
retained earnings and mark-to-market reserve at the beginning of the period,
the various line items in profit or loss and the group’s profit on the loss of
control over the subsidiary.
continued
247
Chapter 13
h The calculation of the group’s profit or loss on the loss of control over a
subsidiary includes the measurement of the investment in the former
subsidiary retained, at fair value (IFRS 10.25(b)). In this example, the
carrying amount of the investment in A Ltd, after the sale of the 40 000
shares, is reflected in P Ltd as R51 000 (remember that the financial
statements of P Ltd are the starting point for consolidation –
IFRS 10.B86(a)). The fair value of the investment retained is R80 000. An
adjustment of R29 000 (80 000 – 51 000) is therefore needed to correctly
account for the investment at fair value on the date of the disposal of the
interest. In contrast to example 13.5 above, this adjustment was not needed
as the parent had already remeasured the retained investment to its fair value
in its separate financial statements. A comparison table of the pro forma
consolidation journal entries for example 13.5 (investment retained is a
simple investment measured at fair value) and example 13.6 (investment
retained is an associate that is still measured at cost) is given below.
i The question arises whether any deferred tax adjustment is needed on the
abovementioned remeasurement gain. Note that P Ltd already accounted for
the actual tax expense from the sale of the shares in its separate financial
statements. Some are of the opinion that this remeasurement changes the
temporary differences on the investment and that deferred tax should then be
recognised (4 000 × 80% × 28% =
896). However, this remeasurement is in respect of P Ltd’s equity interest
retained in the net assets of A Ltd. Equity is by definition (in terms of the
Conceptual Framework) always an after-tax amount. The fair value of the
investment retained now becomes the initial investment in an associate. In
terms of the equity method, only the investor’s share of the net assets of the
investee is added to the investment (net assets would be the amount after
tax). Similar to the approach that no deferred tax is recognised for changes in
the investment in an associate for accounting for the investor’s share of the
profit (after tax) of the associate, no deferred tax is recognised in respect of
this remeasurement gain in this work.
j All entries in J3 are made against the same ledger account with no net
effect. Thus, it may be argued that J3 is not needed. J3 only assists in
preparing the various line items for the non-controlling interests in A Ltd in
the consolidated statement of changes in equity.
248
LOSS OF CONTROL:
fair value).
Dr Bank
R7 800
Dr Bank
R86 000
Cr Investment
R4 507
Cr Investment
R51 000
# R3 293
Cr Profit on sale (P/L)
# R35 000
to fair value.
Dr Investment
R507
Cr Remeasurement (P/L)
# R507
(IFRS
(IFRS
account.
l The parent’s “profit” and “remeasure- l The parent’s “profit” (as indicated
by #) ment” (as indicated by #) must be re-must be replaced by the group’s
profit
IFRS
are eliminated.
eliminated.
R35 000
Dr Remeasurement (P/L) #
R507
Dr Remeasurement (P/L)
n/a
Dr Investment (SFP)
n/a
Dr Investment (SFP)
R29 000
R2 750
R14 000
Chapter 13
the partially-owned subsidiary sell assets to another entity in the group, the
relevant portion of the unrealised gain should be allocated to the non-
controlling interests in the subsidiary. When the unrealised gain is again
realised, the relevant portion is once again allocated to the non-controlling
interests in the subsidiary.
Therefore, the group derecognises all the individual assets, liabilities and
equity related to that subsidiary. It follows that the underlying assets and
liabilities of the subsidiary are effectively sold to parties outside the group.
When a parent loses control over a subsidiary, any unrealised intragroup
profit is regarded as being realised from the group’s perspective and it is
recognised in full (irrespective of whether the parent retains an investment in
the former subsidiary – this approach is similar to realising the amounts
previously recognised in other comprehensive income in full with the loss of
control over a subsidiary). All unrealised intragroup profits will thus be
realised with a loss of control over a subsidiary that is regarded as a business
(as defined) (IFRS 10.B99A).
Example 13.7
P Ltd and
subsidiaries
S Ltd
(consolidated)
ASSETS
600 000
70 000
Patents
60 000
Bank
413 488
109 200
Total assets
R1 013 488
R239 200
400 000
100 000
Retained earnings
483 488
119 200
Non-controlling interests
100 000
Total liabilities
30 000
20 000
R1 013 488
R239 200
250
P Ltd and
subsidiaries
S Ltd
(consoli-
dated)
Revenue
671 000
111 200
Cost of sales
(210 000)
(36 000)
Gross profit
461 000
75 200
118 000
75 200
(155 512)
(24 000)
423 488
51 200
R423 488
R51 200
383 488
51 200
Non-controlling interests
40 000
–
R423 488
R51 200
Retained earnings
P Ltd
and
subsidiaries
S Ltd
(consoli-
dated) –
parent
150 000
93 000
383 488
51 200
(50 000)
(25 000)
R483 488
R119 200
Additional information
1 P Ltd acquired 80% of the issued share capital of S Ltd on 1 January 20.13
for R102 000, when the retained earnings of S Ltd amounted to R25 000.
251
Chapter 13
3 On
1
January 20.16 S Ltd sold an item of plant to P Ltd at a profit of R10 000.
The remaining useful life of the plant at that date was five years with no
residual value.
ht-line basis.
4 On
January 20.16 P Ltd sold a patent to S Ltd at a profit of R9 000. The patent
is amortised evenly over three years.
5 On
31 March 20.17 P Ltd disposed of all its shares in S Ltd for R220 000.
6P
statements.
7 The
disposal of the interest in the subsidiary did not comply with the criteria of
IFRS 5 Non-current Assets Held for Sale and Discontinued Operations
until the date of disposal thereof.
8 The
10 The company tax rate is 28% and CGT is calculated at 80% thereof.
Comments
a The separate financial statements of P Ltd already include the gain on the
disposal of its investment in S Ltd. The gain was calculated as follows:
Proceeds
220 000
Cost price
(102 000)
Gain on disposal
R118 000
b The separate financial statements of P Ltd also already include the tax
payable on this gain of R26 432 (118 000 × 80% × 28%).
c This
252
Changes in ownership of subsidiaries through buying or selling shares
Solution 13.7
P LTD GROUP
AS AT 31 DECEMBER 20.17
ASSETS
Non-current assets
600 000
600 000
Current assets
413 488
Total assets
R1 013 488
Share capital
400 000
Retained earnings
483 488
883 488
Total equity
983 488
Liabilities
Total liabilities
30 000
R1 013 488
P LTD GROUP
698 800
(217 750)
Gross profit
481 050
547 160
381 728
R381 728
338 016
R381 728
253
Chapter 13
P LTD GROUP
Non-con-
Share
Retained
Total
capital
earnings
interests
595 472
! 97 448
692 920
Dividends
(50 000)
(50 000)
– (50
000)
338 016
338 016
43 712
381 728
(41 160)
(41 160)
R983 488
P LTD GROUP
During the current year, P Ltd sold its entire 80% interest in S Ltd and lost
control over S Ltd. This resulted in a total amount of R66 110 being included
in the line item of “other income” in profit or loss. This amount does not
include any amount that relates to the measuring of the retained investment
to its fair value.
The loss of control over S Ltd resulted in previously unrealised gains on the
disposal of plant (by S Ltd to P Ltd) to an amount R4 320 and patent (by P
Ltd to S Ltd) to an amount of R3 780 being realised and attributable to the
parent.
254
P Ltd 80%
Total
NCI
At
Since
i At acquisition
Share capital
100 000
80 000
20 000
Retained earnings
25 000
20 000
5 000
125 000
100 000
25 000
– Parent
2 000
2 000
–
Consideration and NCI
127 000
102 000
25 000
ii Since acquisition
62 240
49 792 RE
12 448
(comment (d))
• Current year:
Profit: 1/1/20.17–31/3/20.17
13 160
10 528 RE
2 632
((comment (b))
202 400
60 320 RE
40 080
(202 400)
(102 000)
(60 320)
(40 080)
(IFRS 10.B98)
RE = Retained earnings
25 000
127 000
Net of the identifiable assets acquired and liabilities assumed at acquisition
date: IFRS 3.32(b)
(125 000)
Goodwill (parent)
R2 000
255
Chapter 13
Dr
Cr
J1
Gain on disposal of interest (P) (P/L) (comment (a) above) 118 000
500
(comment (a))
2 632
6 140
27
800
49 792
(comment (f))
60 860
100
J2
37 448
interests in profit)
3 712
J3
4 320
750
(comment (e))
5 250
Income tax expense (P/L) (5 250 × 28%) (comment (e)) 1
470
256
Dr
Cr
J1.1 Investment in S Ltd (SFP) (not adjustment needed as P Ltd sold all its
shares in S Ltd)
000
9 000
2 560
6 000
27
800
54
400
(comment (g))
53 360
4 608
152
000
2 240
10 000
after tax
500
500
140
72
72
interests in profit)
continued
257
Chapter 13
Dr
Cr
10 000
500
7 500
100
100
(comment (d)) 1
080
interests in profit)
1 080
J2
2 560
Alternative journal entries for J3 could also be as follows (first dealing with
the unrealised profit and then realising it with the loss of control):
Dr
Cr
J3
4 320
Accumulated
amortisation
(SFP)
(comment (e)) 3
000
Deferred
tax
(SFP)
1 680
9 000
after tax
J4
750
750
Deferred
tax
(SFP)
210
J5
9 000
750
5 250
470
470
a Note that S Ltd was only a subsidiary of P Ltd for the first three months
of the current year. Since S Ltd was not a subsidiary of P Ltd at the reporting
date, S Ltd’s individual financial statements will not be combined with
those of the parent (P Ltd) as a starting point for consolidation. This means
that the results for S Ltd (for the period that it was a subsidiary of P Ltd)
would have to be journalised into the consolidation, as is seen in the pro
forma consolidation journal entry (J1) above.
b The
transaction) is journalised into the consolidation. The line items of S Ltd are
not combined to those of the parent and, therefore, the unrealised gain
cannot be eliminated as it would normally be done (as in chapter 5 of this
work).
c With the loss of control over a subsidiary, any unrealised intragroup profits
are effectively realised as the subsidiary is effectively sold in full to parties
outside the group. The parent-subsidiary relationship ends and all individual
assets and liabilities of the subsidiary are effectively derecognised from the
group (i.e. not included in the consolidated statement of financial position).
The realisation of intragroup profits with the sale of the subsidiary should
therefore form part of the consolidated gain or loss with the loss of control.
See comment (g) where the realisation of this is added to the group’s profit
with the loss of control.
d The unrealised profit from the sale of the plant by S Ltd to P Ltd (note
that these adjustments are effectively included in the analysis of the equity of
S Ltd as S Ltd was the selling entity and the unrealised profit relates to the
subsidiary’s financial statements) is as follows:
10 000
8 000
Realised through depreciation during 20.17 (10 000/5 years × 3/12) (500)
7 500
(2 100)
5 400
R4 320
e The
unrealised profit from the sale of the patent by P Ltd to S Ltd (note that
these adjustments are not included in the analysis of the equity of S Ltd as P
Ltd was the selling entity and the unrealised profit relates to the parent’s
financial statements) is as follows:
9 000
6 000
5 250
(1 470)
3 780
R3 780
continued
259
Chapter 13
f P Ltd disposed of all its shares in S Ltd and lost control over S Ltd. The
gain or loss on the disposal of the interest can still be calculated using the
steps in IFRS 10.B98
(as was done in the preceding examples), but adjustments should also be
made for the realisation of intragroup profits. Furthermore, attention
should be given to the various line items that relate to the consolidated gain
or loss. The calculation in terms of IFRS 10.B98 results in the consolidated
gain or loss on the loss of the control over the subsidiary, attributable to the
owners of the parent (i.e. after tax and after the non-controlling interests).
However, the realisation of the intragroup profits would also have a tax
effect (separate line item) and it may affect the non-controlling interests in
profit or loss (separate line item) if the unrealised intragroup profit relates to
a partially-owned subsidiary.
The calculation of the consolidated gain or loss on the loss of the control
over the subsidiary, attributable to the owners of the parent, are as follows:
40 080
(162 320)
(IFRS 10.B98(b))
220 000
R57 680
(In J1 above as: 60 860 – 2 100 – 1 080 (comment (d) = 57 680, with the
tax and non-controlling interests in respect of the realisation of the
intragroup profits as separate line items)
(The realisation of the unrealised gain from the sale of the plant by
S Ltd to P Ltd (see comment (d)) (after tax) is effectively included in this
amount.)
Plus the realisation of the unrealised gain from the sale of the patent by P
Ltd to S Ltd (see comment (e)) (after tax)
3 780
(IFRS 10.B98(d)) attributable to the owners of the parent (after tax) R61 460
66 110
62 540
(1 080)
(IFRS 10.B98(d)) attributable to the owners of the parent (after tax) R61 460
continued
260
Alternative calculation:
Gross
Tax
NCI
Parent
profit) (J1.1)
53 360
N/A
53 360
(comment (d))
7 500
(2 100)
(1 080)
4 320
60 860
(2 100)
(1 080)
57 680
(comment (e))
5 250
(1 470)
N/A
3 780
* = Refer to comment (i) to example 13.6 for the discussion on the tax effect
on the gain on the disposal of the subsidiary. Also keep in mind that the
actual tax paid by the parent on the disposal of the share investment has
already been recognised by the parent. Refer to comment (b) to the
information given in this example.
g The gain on the disposal of the subsidiary can also (as an alternative) be
calculated as follows:
220 000
(166 640)
(205 800)
(R100 000 share capital + R93 000 retained earnings at beginning of year +
R12 800 (R51 200 × 3/12) profit for first three months) Portion attributable
to non-controlling interests (205 800 × 20%) 41 160
(2 000)
53 360
Unrealised profit from sale of the plant (comment (d) above) attributable to
the parent, after tax
4 320
57 680
Unrealised profit from sale of the patent (comment (e) above) attributable to
the parent, after tax
3 780
R61 460
h The other alternatives for the calculation of the group’s gain on the
disposal of the interest as outlined in the preceding examples may also be
applicable in this example, but were not repeated here. There are arguably
other alternatives to the journal entries as well.
261
Chapter 13
Self-assessment questions
Question 13.1
On 1 January 20.17, the first day of the financial year, P Ltd held a 35%
ownership interest in S Ltd. On 31 March 20.17, P Ltd acquired a further
ownership interest of 20% in S Ltd from other shareholders for R200 000. P
Ltd accounted for its initial investment in S Ltd in its consolidated financial
statements in terms of the equity method, as significant influence was
exercised over the financial and operating policies of S Ltd from the date of
purchase of the initial interest. From the date of acquisition of the second
interest in S Ltd, P Ltd had control S Ltd.
P Ltd and
other
subsidiaries
S Ltd
(consoli-
dated)
R’000
R’000
Revenue
11 825
1 200
Cost of sales
(6 450)
(700)
Gross profit
5 375
500
60
30
(425)
Finance costs
(40)
Other expenses
(1 000)
(80)
380
470)
(150)
R2 570
R230
1 750
230
Non-controlling interests
820
R2 570
R230
262
Changes in ownership of subsidiaries through buying or selling shares
EXTRACT FROM THE STATEMENTS OF CHANGES IN EQUITY
Retained
earnings
P Ltd and
other
subsidiaries
S Ltd
(consoli-
dated)
R’000
R’000
3 420
420
1 750
230
(100)
R4 470
R550
Additional information
1 P Ltd acquired its 35% interest in S Ltd some time ago for R175 000
(equalling its proportion of the net asset value of S Ltd) when S Ltd’s
retained earnings amounted to R150 000. Since then, S Ltd has not issued
any new shares.
2 S Ltd’s major asset is land. S Ltd revalued this property in its individual
financial statements just before P Ltd acquired its 35% interest, and credited
the revaluation surplus by R100 000 (after tax). The land, presented in S
Ltd’s statement of financial position at R800 000, is not depreciated. It is the
policy of the group to realise the revaluation surplus when the asset is sold.
S Ltd revalued the land on 1 January 20.17 and credited the revaluation
surplus with R172 500 (after tax).
3 The fair value of P Ltd’s previously held equity interest in S Ltd was R350
000 at the date on which P Ltd obtained control over the financial and
operating policies of S Ltd (i.e. the acquisition date). No goodwill or gain
from bargain purchase arose with the business combination and S Ltd’s net
assets were regarded as fairly stated in terms of the requirements of IFRS 3
Business Combinations.
4 S Ltd’s net income was earned evenly throughout the current reporting
period.
8 A company tax rate of 28% applies and CGT is calculated at 80% thereof.
263
Chapter 13
Required
P LTD GROUP
12 725 000
(6 975 000)
Gross profit
5 750 000
Other income
000
Other expenses (425 000(P) + 1 000 000 (P) + (80 000 × 9/12)(S)) (1 485
000)
000)
20 125
4 290 125
(1 582 500)
2 707 625
–
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
R2 768 000
1 810 000
897 625
R2 707 625
1 870 375
897 625
R2 768 000
264
Revalu-
Non-
Retained
Total
ation
Total
controlling
earnings
equity
surplus
interests
Balance at
1 January 20.17
# 3 514 500
4 514 500
Changes in equity
for 20.17
Dividends
(700 000)
–
(700 000)
(45 000)
(745 000)
Total comprehensive
1 810 000
1 810 000
897 625
2 707 625
Other comprehensive
income
– 60 375
60 375
60 375
Transfers
–
–
Acquisition of
subsidiary
450 000
450 000
Balance
= 4 684 875
265
Chapter 13
Calculations
P Ltd 35%
Total
NCI
At
Since
250 000
87 500
Retained earnings
150 000
52 500
100 000
35 000
500 000
175 000
n/a
Consideration
(R175
000)
purchase
Retained
earnings
270 000
94 500 RE n/a
• Current year:
1/1/20.17–31/3/20.17
Profit
57 500
20 125 RE
n/a
Revaluation
surplus
(comment (b))
172 500
60 375 RS n/a
(350 000/35%)
1 000 000
175 000
n/a
Associate becomes a
Derecognise associate
(1 000 000)
(175 000)
(175 000)
60 375 RE
(comment (d)) –
–
–
P Ltd 55%
Total
NCI
At
Since
i At acquisition
Share capital
250 000
137 500
112 500
Retained earnings at
beginning of year
420 000
231 000
189 000
Profit for current year before
57 500
31 625
25 875
Revaluation
surplus
272 500
149 875
122 625
1 000 000
550 000
450 000
Equity represented by
goodwill – Parent
–
Consideration
(comment (e))
and NCI
1 000 000
R550 000
450 000
ii Since acquisition
1/4/20.17–31/12/20.17:
Profit
172 500
94 875 RE
77 625
Dividend paid
(100 000)
(55 000) RE
(45 000)
NCI
(comment (f))
R1 072 500
R39 875 RE
R482 625
267
Chapter 13
Comments
a Since the investment is acquired at R175 000, which represents 35% of the
net
assets on the date of first purchase (as given in the question), the R87 500
(i.e.
250 000 share capital × 35%) may be deduced as the balancing amount in
the “At”
b With this revaluation of the land at the beginning of the current year, S Ltd
is an
cP
Ltd’s previously held ownership interest in S Ltd has a fair value of R350
000
(information given) at the date of the business combination. Therefore, no
fair value
R175 000 (cost) + R175 000 (earnings and OCI since first purchase)).
d In terms of IFRS 3.42, any amount that was previously recognised in other
comprehensive income (i.e. the revaluation surplus) shall be recognised on
the same
e The
f The
NCI is equal to exactly 45% of the total equity of R1 072 500 in this
example, as there is no goodwill or gain from a bargain purchase that arose
at any stage, which
3.32(a)(i)
200 000
450 000
350 000
1 000 000
(1 000 000)
Difference
268
Dr
Cr
J1
Investment in S Ltd (associate) (SFP)
94 500
94 500
J2
20 125
20 125
J3
60 375
60 375
J4
60 375
60
375
J5
250 000
420 000
Revaluation
reserve
(SCE)
Revenue
(P/L)
300 000
175
000
20
000
Finance
cost
(P/L)
10
000
37
500
Investment in S Ltd (SFP) (now subsidiary)
550 000
450 000
J6
77 625
77 625
J7
55 000
45 000
100 000
Elimination of intragroup dividend and correction
of non-controlling interests
269
Chapter 13
Question 13.2
P Ltd is listed on the JSE Ltd. P Ltd's financial director approached you to
help him with the preparation of the consolidated financial statements of the
P Ltd group for the financial year ended 31 December 20.19.
P Ltd
S Ltd
ASSETS
110 000
42 000
19 800
Current assets
28 000
35 000
Total assets
R157 800
R77 000
6 000
2 000
Retained earnings
123 275
68 000
28 525
7 000
R157 800
R77 000
P Ltd
S Ltd
Gross profit
5 000
6 000
Dividend received
1 600
6 600
6 000
(1 400)
(1 680)
5 200
4 320
Other comprehensive income
––
R5 200
R4 320
270
Retained
earnings
P Ltd
S Ltd
120 075
65 680
5 200
4 320
Other comprehensive income
(2 000)
(2 000)
R123 275
R68 000
Additional information
1 P Ltd acquired 1 200 of the issued ordinary shares (60% interest) in S Ltd
on 1 January 20.15 for R4 800, on which date its retained earnings amounted
to R4 000. On this date the directors of P Ltd fair-valued all the identifiable
assets and liabilities as required by IFRS 3 Business Combination . The
following is relevant and the fair value adjustment is material:
The plant and machinery had a carrying amount of R20 000 and a fair value
of R22 500. All S Ltd’s plant and machinery was purchased on 1 January
20.9 and was depreciated on a straight-line basis over 10 years. On 1 January
20.15 there was no change in the remaining useful life of four years with no
residual value. The fair value adjustment was not recorded in the books of S
Ltd.
5 The profit of S Ltd was earned evenly during the current year.
6 S Ltd purchases some of its inventories from P Ltd at cost plus 25%. S Ltd
had the following inventories, which were bought from P Ltd, on hand at: 31
December 20.18
R15 000
31 December 20.19
R10 000
7 The company tax rate is 28% and CGT (capital gains tax) is calculated at
80%
thereof.
Required
Prepare the consolidated financial statements of the P Ltd Group for the year
ended 31 December 20.19. Notes are not required.
271
Chapter 13
P LTD GROUP
AS AT 31 DECEMBER 20.19
ASSETS
Non-current assets
300
152 000
Total assets
R213 300
Share capital
6 000
Retained earnings
159 187
(942)
164 245
Non-controlling interests
14 090
Total equity
178 335
Total liabilities (28 525 (P) – 560 (on inventory) + 7 000(S))
34 965
R213 300
P LTD GROUP
Gross profit
(3 360)
8 640
R8 640
1 296
R8 640
7 344
1 296
R8 640
272
Non-
Changes
Share
Retained
con-
Total
in owner-
Total
capital earnings
trolling
equity
ship
interests
Balance at
1 January 20.19
187 095
Changes in equity
for 20.19
Total comprehensive
–7
344
–
7 344
1 296
8 640
Dividends
– (2
000)
(2 000)
(400)
(2 400)
Purchase of interest
(942)
(15 000)
Balance at
31 December 20.19
273
Chapter 13
Calculations
Total
NCI
At
Since
i At acquisition (1/1/20.15)
Share capital
2 000
1 200
800
Retained earnings
4 000
2 400
1 600
Revaluation
surplus
(2 500 × 72%)
1 800
1 080
720
7 800
4 680
3 120
300
120
180
8 100
4 800
3 300
ii Since acquisition
Retained earnings
59 880
35 928
23 952
• Current year:
Profit:
1/1/20.19–30/6/20.19
(4 320 × 6/12)
2 160
1 296
864
70 140
37 224
28 116
Further
acquisition
14 058
(14 058)
942
15 000
14 058
Profit:
1/7/20.19–31/12/20.19
2 160
1 728
432
Dividend: 31/12/20.19
(2 000)
(1 600)
(400)
R70 300
R37 352
R14 090
274
Question 13.3
Comment
accounted for under IFRS 9 (and not at cost). The question therefore
facilitates comparison between the methods of accounting
The following are the abridged trial balances of P Ltd and S Ltd on 31
December 20.14:
P Ltd
S Ltd
CREDITS
6 000
6 000
1 600
2 555
120
Revenue (*)
8 000
2 000
R67 092
R9 600
DEBITS
Bank
60 447
8 000
4 800
1 400
615
200
1 230
R67 092
R9 600
1P
Ltd
purchased 4 500 shares in S Ltd on 1 January 20.12 for R5 200, when the
retained earnings of the latter amounted to R400. P Ltd disposed of 3 900 of
these shares on 30 June 20.14 for R7 800.
2P
Ltd
elected to measure the non-controlling interests at their proportionate share
of the acquiree’s identifiable net assets at the acquisition date.
3P
Ltd
P Ltd chose to present the other comprehensive income net after tax in the
statement of profit or loss and other comprehensive income (IAS 1.91(a)).
The fair value per share of S Ltd on the various dates was as follows: On
January 20.14
R1,90
On
30 June 20.14
R2,00
On
31 December 20.14
R2,05
275
Chapter 13
4 The disposal of the subsidiary does not comply with the criteria of IFRS 5
Non-current Assets Held for Sale and Discontinued Operations until the
date of disposal.
5 The
subsidiary
does
6 A company tax rate of 28% applies and CGT is calculated at 80% thereof.
Required
Prepare the pro forma consolidation journal entries to consolidate S Ltd into
the financial statements of the P Ltd group for the year ended 31 December
20.14. Notes are not required.
Dr
Cr
J1
2 600
Deferred
tax
(SFP)
3 350
J2 Mark-to-market
reserve
(OCI)
(comment (e))
372
Deferred
tax
(SFP)
480
555
2 555
J4
Deferred
tax
(SFP)
738
of shares
continued
276
J5
3 800
((600 x 2 fair value) – (1 230 given – 3 350(J1) – 480 (J2) (see comment (f))
Non-controlling
interests (P/L)
50
(comment (b))
2 750
Retained
earnings
900
Revenue
(P/L)
000
J6
1 950
Non-controlling
interests (SFP/SCE)
1 900
50
J7
Investment in S Ltd (SFP) (1 230 – 1 200) 30
23
Deferred
tax
(SFP)
(comment (e))
277
Chapter 13
Comments
a The
5 200
Fair value adjustment to beginning of current year
3 350
8 550
450
9 000
(7 800)
1 200
30
R1 230
b If a parent loses control, as is the case with S Ltd here, the gain or loss on
the disposal of the interest would be calculated as follows using IFRS
10.B98: Derecognise assets (including goodwill) and lliabilities on date
control is lost (7 800 other net assets + 400 goodwill)
(8 200)
(6 250)
7 800
1 200
R2 750
(5 417)
7 800
Profit on disposal
R2 383
1 200
Remeasurement gain
R367
continued
278
7 800
(4 507)
(4 160)
Goodwill realised (only for the parent company) (400 × 65/75) (347)
(P Ltd would have recognised this gain as an after tax transfer from the
mark-to-market reserve of R2 555 (3 293 × 77,6%) to retained earnings and
a reversal of deferred tax of R738 (3 293 × 80% × 28%).
These entries are again reversed upon consolidation – see J3 and J4.)
Attributable post-acquisition retained earnings disposed of ((900 + 150)) ×
65/75)
(910)
2 383
R2 750
Or
7 800
Attributable net assets disposed of (net asset value of R7 800 × 65%) (5 070)
Goodwill realised (only for the parent company) (400 × 65/75) (347)
Profit on disposal
2 383
367
R2 750
Care should be taken not to confuse the proceeds of R7 800 with the net
asset value of the subsidiary of R7 800 at the date of the loss of control. It is
purely coincidence that the amounts are the same.
e In J1 and J2 the total fair value adjustment on the investment was reversed,
similar to the approach in the examples in the chapter. In J7 the fair value
adjustment after the partial sale of the investment is again accounted for on
the investment to illustrate the group’s treatment of the fair value
adjustments. As an alternative, the R30 fair value gain after 30 June 20.14
could not have been included in the reversal in J2 and J7 would then not be
needed.
These balances should remain after all the consolidation journals, as follows:
Investment in S Ltd: 1 230(given) – 3 350(J1) – 480(J2) + 3 800(J5) +
30(J7) = 1 230
279
Chapter 13
Dr
Cr
J5
Investment in S Ltd (SFP)
900
Retained
earnings
900
of the year
J6
150
Revenue
(P/L)
(2 000 × 6/12)
000
700
100
Non-controlling
interests (P/L)
50
J7
2 383
2 383
J8
367
367
Calculations
Total
NCI
At
Since
i At acquisition (1/1/20.12)
Share capital
6 000
4 500
1 500
Retained earnings
400
300
100
6 400
4 800
1 600
– Parent
400
400
6 800
5 200
1 600
ii Since acquisition
Retained
earnings
(1 600 – 400)
1 200
900
300
• Current year:
Profit:
1/1/20.14–30/6/20.14
200
150
50
8 200
1 050
1 950
Derecognise
assets
(including
(4 800)
(IFRS 10.B98)
(8 200)
(400)
(1 050)
(1 950)
280
Changes in ownership of subsidiaries through buying or selling shares C2
Proof of calculation of goodwill of S Ltd in terms of IFRS 3.32
1 600
6 800
(6 400)
Goodwill (parent)
R400
281
14
Introduction
.....................................................................................................
285
286
Issue of shares
14.1
286
Example 14.1:
286
14.2
287
Example 14.2:
288
Example 14.3:
acquisition date).............................................................
288
Example 14.4:
295
Example 14.5:
296
Example 14.6:
303
283
Chapter 14
Buy-back of shares
14.3
311
Example 14.7:
312
Example 14.8:
314
Example 14.9:
acquisition date).............................................................
323
331
14.4
340
340
14.5
347
348
14.6
360
360
14.7
Accounting for other changes in the net assets of an associate ..............
360
362
14.8 Important
definitions
.................................................................................
362
14.9
363
14.10
365
Self-assessment question
Question 14.1
........................................................................................................
366
284
Capitalisation
issue
Share-based payment by
through an agreement
Introduction
It is important to note that the concepts and procedures followed for the
accounting treatment of changes in the parent’s/investor’s interest in a
subsidiary/associate/joint venture in this chapter are similar to those covered
in the preceding chapters and the same accounting principles will be
applied. Furthermore, the same presentation and disclosure requirements
should be adhered to as were discussed and illustrated in the preceding
chapters. The presentation and disclosure examples of the preceding chapters
are thus equally applicable to this chapter. These aspects are thus not
repeated in this chapter.
285
Chapter 14
Changes in subsidiaries
Issue of shares
The amount thus capitalised represents reserves of the group and must be
disclosed as such. The same principle applies should the investment be
realised at any point in time. In the consolidation worksheet, the
capitalisation issue is merely reversed as a consolidation adjustment before
the analysis of the owners’ equity of the subsidiary is prepared. The total
equity of the subsidiary to be analysed still remains the same, although the
individual composition of the equity differs from the composition before the
capitalisation issue.
From the point of view of the investor, the receipt of capitalisation shares,
regardless of whether the investment is in a subsidiary or not, is merely
recorded by means of a memorandum entry, as a capitalisation issue is not
regarded as income. An important fact, which must be borne in mind on
consolidation after such a capitalisation issue, is that the issue does not
normally change the pro rata interest in the investee.
Example 14.1
The following are the abridged statements of financial position of P Ltd and
its subsidiary S Ltd immediately before the issue of capitalisation shares by
S Ltd: STATEMENTS OF FINANCIAL POSITION
P Ltd
S Ltd
ASSETS
Inventory
160 000
110 000
120 000
Total assets
R280 000
R110 000
Share capital
000
60 000
Retained earnings
80 000
50 000
Total assets and liabilities
R280 000
R110 000
286
45 000
9 000
500
54 500
The purchase of the 500 shares is dealt with in the same way as the purchase
of any additional interest in a subsidiary, the specific procedures depending
on whether it gives rise to control, a loss of control, or neither.
A rights issue of shares takes place when the right to apply for the shares
(which are issued to obtain cash funds) is at first only granted to existing
owners of a company, in proportion to their existing ownership. The existing
owners can then either decide to exercise their rights and thus acquire further
shares in the company, or in the case of renounceable rights issues, sell their
rights to apply for additional shares to someone else.
If the parent and the non-controlling owners take up all of their respective
rights fully, there is no change in the relative ownership in the subsidiary.
The new shares issued as a result of the rights issue, however, have an equal
claim on the reserves of the subsidiary as the existing issued shares. On the
same basis, the new equity arising from the rights issue accrues to all the
issued shares in the same proportion as is held by every owner directly after
the rights issue.
287
Chapter 14
Example 14.2
P Ltd has held 120 000 of S Ltd’s 150 000 issued shares (80%) since 20.17.
S Ltd made a rights issue on 30 June 20.19 of 1 share for every 3 shares
held. All the owners exercised their rights.
Dr
Cr
100 000
100 000
Dr
Cr
80 000
000
Comment
Similar journals will be processed by the parent (P Ltd) and the subsidiary (S
Ltd) in the next few examples on rights issues, but are not repeated there.
Example 14.3
The following represents the abridged financial statements of P Ltd and its
subsidiary S Ltd on 31 December 20.19:
P Ltd
S Ltd
ASSETS
Inventory
354 000
415 000
Investment in S Ltd: 160 000 shares at cost (150 000 + 80 000) 230 000
Total assets
R584 000
R415 000
300 000
250 000
Retained earnings
284 000
165 000
R584 000
R415 000
288
P Ltd
S Ltd
Revenue
500 000
300 000
Cost of sales
(300 000)
(200 000)
Gross profit
200 000
100 000
16 000
216 000
100 000
(80 000)
(40 000)
136 000
60 000
R136 000
R60 000
Retained
earnings
P Ltd
S Ltd
125 000
136 000
60 000
(16 000)
(20 000)
R284 000
R165 000
Additional information
1 P Ltd acquired 120 000 shares in S Ltd on 1 January 20.17 for R150 000
when the equity of S Ltd consisted of the following:
150 000
Retained earnings 30
000
R180 000
3 S Ltd made a rights issue on 30 June 20.19 of 1 share for every 3 shares
held previously, at R2,00 per share. All the owners of S Ltd took up their
rights in proportion to their existing owners’ equity.
5 P Ltd accounts for the investment in S Ltd at cost in its separate financial
statements.
6 The company tax rate is 28% and CGT is calculated at 80% thereof.
289
Chapter 14
Comment
The journal entries of the parent (P Ltd) and the subsidiary (S Ltd) were
illustrated in the preceding example. These journals must be reversed upon
consolidation as common items should be eliminated. This reversal is done
in J5 below, after which the adjustment to the non-controlling interests and
the change of ownership, if any, are recognised in equity (IFRS 10.B96).
Solution 14.3
The consolidated financial statements of P Ltd and its subsidiary S Ltd are
prepared as follows:
P LTD GROUP
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 20.19
ASSETS
Non-current assets
6 000
Current assets
769 000
Total assets
R775 000
Share capital
300 000
000
Non-controlling interests
83 000
P LTD GROUP
800 000
(500 000)
300 000
(120 000)
180 000
R180 000
168 000
12 000
R180 000
168 000
12 000
R180 000
290
Non-
Share
Retained
con-
Total
Total
capital
earnings
trolling
equity
interests
300 000
* 240 000
540 000
55 000
595 000
Dividends
(16 000)
(16 000)
(4 000)
(20 000)
Total comprehensive
income for the year:
168 000
168 000
12 000
180 000
20 000
20 000
Balance at
31 December 20.19
#
Test: 284 000(P) + 108 000(S) = 392 000
Comment
a No reserves in respect of the rights issue are allocated to the parent in the
statement of changes in equity as the share capital belonging to the parent
have been eliminated against the consideration paid for the additional shares
acquired by the parent (investment made by P Ltd) (refer to J5). However,
the NCI increased by R20 000 in the process, as these owners contributed
R20 000 in cash to the group.
291
Chapter 14
Calculations
P Ltd 80%
Total
NCI
At
Since
i At acquisition (1/1/20.17)
Share capital
150 000
120 000
30 000
Retained earnings
30 000
24 000
6 000
180 000
144 000
36 000
– Parent
6 000
6 000
186 000
150 000
36 000
ii Since acquisition
Retained
earnings
76 000
19 000
• Current year:
Profit:
1/1/20.19–30/6/20.19
30 000
24 000
6 000
Dividend
(20 000)
(16 000)
(4 000)
291 000
84 000
57 000
Shares
issued
100 000
80 000
20 000
391 000
77 000
Profit:
1/7/20.19–31/12/20.19
30 000
24 000
6 000
R421 000
R108 000
R83 000
292
80%
80%
Consequently,
there
is no loss of control and IFRS 10.23 is thus applicable. The parent’s interest
in the subsidiary did not change (remained 80%) and the parent paid exactly
the same amount (R80 000) as the increase in the parent’s total equity
interest (R80 000). Therefore, there is no gain or loss on a change in
ownership to be recognised directly in equity.
b The profit and the dividend are analysed up to the date of the change in
ownership.
c The exact amount paid by P Ltd and the non-controlling shareholders for
the shares taken up by them respectively (i.e. the amounts paid for the
increase in the total equity for the rights issue) is analysed in the “At” and
“Non-controlling interest”
columns. This approach then resembles the pro forma consolidation journal
entry (see J5) to account for the rights issue and any change in ownership. It
is accepted that there may be different possible methods to incorporate a
rights issue in the analysis. However, the analysis remains only a tool
(calculation) to assist in the consolidation procedure. An alternative
approach for the calculations for a rights issue in the analysis is given in
examples 14.5 and 14.6, which may also be applicable to the other examples
in this chapter.
77 000
(57 000)
follows (see IFRS 10.B96) (from the perspective of the parent): Fair value
of the consideration paid by the parent
(80 000)
80 000
314 000
(234 000)
Amount to be recognised directly in equity
36 000
186 000
(180 000)
Goodwill (parent)
R6 000
293
Chapter 14
Dr
Cr
J1 Share
Retained
earnings (SCE)
30 000
000
36 000
150 000
J2 Retained
000
19 000
of retained earnings
000
Non-controlling interests (SFP/SCE)
6 000
J4
16 000
000
20 000
J5 Share
000
20 000
80 000
000
6 000
Should the interest of the parent increases as a result of the rights issue, the
attributable reserves at the date of the rights issue must be allocated to the
new parcel of shares, so that it can be eliminated against the consideration
transferred for those shares. The reserves so allocated are yielded by the
owners’ equity of the parent prior to the rights issue as well as by the non-
controlling owners.
294
after a rights issue (i.e. the parent takes up more than its
Example 14.4
issue)
P Ltd held 120 000 of S Ltd’s 150 000 issued shares since 20.17. S Ltd made
a rights issue on 30 June 20.19 of 1 share for every 3 shares held and P Ltd
underwrote the rights issue. The non-controlling owners of S Ltd took up
only 4 000 shares, with the result that P Ltd had to take up 46 000 shares
instead of just the 40 000 that it was entitled to originally (based on its
original share ownership).
23%
P Ltd’s new owners’ equity after the rights issue (166 000/200 000) 83%
(a) A dilution of the original 80% owners’ equity to 60% due to the rights
issue; and (b) a re-purchase of 20% owners’ equity diluted (i.e. lost) in
respect of the original parcel of shares; and
Note that in this scenario, IFRS 10.23 should be read very carefully. The
paragraph states that changes in the owners’ equity of a subsidiary that do
not result in the loss of control are accounted for as equity transactions (i.e.
transactions with owners in their capacity as owners). Broadly interpreted,
this means that no goodwill, gain from a bargain purchase, or gain or loss on
a rights issue may be recognised, but any such purchase difference, where
control was not lost in the rights issue, shall be accounted for as an equity
transaction (i.e. directly in equity). As in the examples in the previous
chapter, this equity adjustment, if any, will be done against “changes in
ownership”
directly in equity. Some are of the opinion that this adjustment may also be
processed directly to retained earnings, which is also an acceptable
alternative.
295
Chapter 14
Example 14.5
The following represents the abridged financial statements of P Ltd and its
subsidiary S Ltd at 31 December 20.19.
P Ltd
S Ltd
ASSETS
Inventory
342 000
415 000
Investment in S Ltd: 166 000 shares at cost (150 000 + 92 000) 242 000
Total assets
R584 000
R415 000
300 000
250 000
Retained earnings
284 000
165 000
R584 000
R415 000
P Ltd
S Ltd
Revenue
500 000
300 000
Cost of sales
(300 000)
(200 000)
Gross profit
200 000
100 000
16 000
216 000
100 000
(80 000)
(40 000)
136 000
60 000
–
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
R136 000
R60 000
296
Retained
earnings
P Ltd
S Ltd
164 000
125 000
136 000
60 000
–
–
(16 000)
(20 000)
R284 000
R165 000
Additional information
1 P Ltd acquired 120 000 shares in S Ltd on 1 January 20.17 for R150 000
when the equity of S Ltd consisted of the following:
150 000
Retained earnings 30
000
R180 000
2 On 30 June 20.19 S Ltd made a rights issue of 1 share for every 3 shares
previously held, at R2.00 per share.
Number of shares
Non-controlling interests
4 000
P Ltd
46 000
7 The company tax rate is 28% and CGT is calculated at 80% thereof.
297
Chapter 14
Solution 14.5
The consolidated financial statements of P Ltd and its subsidiary S Ltd are
prepared as follows:
P LTD GROUP
AS AT 31 DECEMBER 20.19
ASSETS
Non-current assets
6 000
Current assets
Total assets
R763 000
Share capital
300 000
Retained earnings
392 900
(450)
692 450
Non-controlling interests
70 550
Total equity
763 000
R763 000
P LTD GROUP
800 000
(500 000)
300 000
(120 000)
180 000
R180 000
168 900
R180 000
168 900
11 100
R180 000
298
Changes
Non-
Share
Retained
in
control-
Total
Total
capital
earnings
owner-
ling
equity
ship
interests
Balance at
1 Jan 20.19
300 000
* 240 000
595 000
Changes in
Dividends
(16 000)
–
(16 000)
(4 000)
(20 000)
Total
comprehensive
year:
– 168
900
168 900
11 100
180 000
Rights issue
(450)
(450)
8 450
8 000
Balance at
31 Dec 20.19
Calculations
P Ltd 80%–83%
Total
NCI
At
Since
i At acquisition (1/1/20.17)
Share
capital
150 000
120 000
30 000
Retained earnings
30 000
24 000
6 000
180 000
144 000
36 000
– Parent
6 000
6 000
186 000
150 000
36 000
ii Since acquisition
95 000
76 000
19 000
• Current year:
Profit:
1/1/20.19–30/6/20.19
30 000
24 000
6 000
(20 000)
(16 000)
(4 000)
Owners’
291 000
84 000
57 000
Shares issued
100 000
92 000
8 000
(450)
450
391 000
65 450
Profit:
1/7/20.19–31/12/20.19
30 000
24 900
5 100
R421 000
R108 900
R70 550
299
Chapter 14
Comments
80%
83%
b The exact amount paid by P Ltd and the non-controlling shareholders for
the shares taken up by them respectively is analysed in the “At” and “Non-
controlling interest”
columns. This approach then resembles the pro forma consolidation journal
entry (see J5) to account for the rights issue and any change in ownership.
An alternative approach for the calculations for a rights issue in the analysis
is given below, which may also be applicable to the other examples in this
chapter.
65 450
R450
The NCI decreased by 3% in this example (from 20% to 17%). Thus the
NCI ceded 3% of its equity to P Ltd’s new parcel of shares. Also remember
that, due to the fact that goodwill was not calculated for the NCI in this
example, there is no equity that is represented by goodwill that should be
reattributed to the parent. Thus, the calculation can also be performed as
follows:
Fair value of the consideration paid by NCI for new shares issued to them (8
000)
Increased equity attributable to NCI as a result of the rights issue (100 000 ×
17%)
17 000
R450
d The amount for the change in ownership recognised in equity can also be
calculated as follows (from the perspective of the parent):
Fair value of the consideration paid by the parent for new shares issued (92
000)
91 550
Owners’ equity held by P Ltd before rights issue
(234 000)
325 550
(R450)
continued
300
Goodwill
is
excluded from total owners’ equity in the calculation above since, although
it forms part of total owners’ equity, it does not represent 100% of goodwill,
but only the parent’s portion. This is due to the non-controlling interests
being measured at their proportionate share of the acquiree’s identifiable net
assets at the acquisition date. Refer to self-assessment question 1 where the
NCI is measured at fair value, and goodwill is then reattributed to the parent.
e The difference of R450 results from 6 000 new shares additionally taken
up by P Ltd as the issue price is higher than the net asset value of the shares
after the issue ((R385 000/200 000 shares – R2,00) × 6 000 shares).
f When the interest of the parent increases (e.g., 80% – 83%) as a result of a
rights issue, no gain or loss on the rights issue, additional goodwill, or gain
from a bargain purchase can be recognised in terms of IFRS 10.23. Instead,
any difference between the consideration paid for the shares and the increase
in owners’ equity is attributed to changes in ownership directly in equity as
is indicated above.
C1.1 Alternative approach for the rights issue in the analysis P Ltd
80%–83%
Total
NCI
At
Since
291 000
84 000
57 000
100 000
83 000
17 000
8 550
(8 550)
391 000
91 550
450
92 000
65 450
36 000
186 000
(180 000)
Goodwill (parent)
R6 000
301
Chapter 14
Cr
J1
150 000
30 000
6 000
36 000
150 000
J2
19 000
retained earnings
J3
6 000
6 000
J4
16 000
4 000
20 000
J5
450
450
92
000
J6
5 100
5 100
Example 14.6
date)
The following represents the abridged financial statements of P Ltd and its
subsidiary S Ltd on 31 December 20.19:
P Ltd
S Ltd
ASSETS
Inventory
434 000
415 000
150 000
–
Total assets
R584 000
R415 000
300 000
250 000
Retained earnings
284 000
165 000
R584 000
R415 000
P Ltd
S Ltd
Revenue
500 000
300 000
Cost of sales
(300 000)
(200 000)
Gross profit
200 000
100 000
16 000
216 000
100 000
(80 000)
(40 000)
136 000
60 000
–
–
R136 000
R60 000
303
Chapter 14
Retained
earnings
P Ltd
S Ltd
164 000
125 000
136 000
60 000
Other comprehensive income
(16 000)
(20 000)
R284 000
R165 000
Additional information
1 P Ltd acquired 120 000 shares in S Ltd on 1 January 20.17, when the
equity of S Ltd consisted of the following:
150 000
Retained earnings 30
000
R180 000
The fair value of the non-controlling interests amounted to R36 600 (i.e. 30
000
2 On 30 June 20.19, S Ltd made a rights issue of 1 share for every 3 shares
held previously, at R2,00 per share.
3 All shares available in terms of the rights issue were taken up by the non-
controlling interests. P Ltd did not participate in the rights issue at all.
7 The company tax rate is 28% and CGT is calculated at 80% thereof.
304
The consolidated financial statements of P Ltd and its subsidiary S Ltd are
prepared as follows:
P LTD GROUP
AS AT 31 DECEMBER 20.19
ASSETS
Non-current assets
6 600
Current assets
849 000
Total assets R855
600
Share capital
300 000
Retained earnings
386 000
1 500
687 500
Non-controlling interests
168 100
600
P LTD GROUP
(500 000)
Gross profit
300 000
Other income
300 000
(120 000)
180 000
R180 000
162 000
Non-controlling interests (6 000 + 12 000)
18 000
R180 000
162 000
18 000
R180 000
305
Chapter 14
P LTD GROUP
Changes
Non-
Share
Retained
in
Total
Total
controlling
capital
earnings
owner-
equity
interests
ship
Balance at
1 Jan 20.19
300 000
* 240 000
540 000
!55 600
595 600
Changes in
equity for
20.19
Dividends
– (16
000)
(16 000)
(4 000)
(20 000)
Total
compre-
hensive
income for
the year:
year
162 000
162 000
18 000
180 000
Rights issue
–
1 500
1 500
98 500
100 000
Balance at
31 Dec
20.19
R1 500
R855 600
306
P Ltd 80%–60%
Total
NCI
At
Since
i At acquisition (1/1/20.17)
Share capital
150 000
120 000
30 000
Retained earnings
30 000
24 000
6 000
180 000
144 000
36 000
6 000
600
186 600
150 000
36 600
ii Since acquisition
Retained
earnings
95 000
76 000
19 000
• Current year:
Profit:
1/1/20.19–30/6/20.19
30 000
24 000
6 000
(20 000)
(16 000)
(4 000)
291 600
84 000
57 600
Shares issued
100 000
100 000
1 500
(1 500)
391 600
84 000
156 100
Profit:
1/7/20.19–31/12/20.19
30 000
18 000
12 000
R421 600
R102 000
R168 100
307
Chapter 14
Comments
80%
60%
NCI after rights issue ((391 600 – 6 600GW) × 40%) + (600 initial GW of
NCI) + (6 000 GW of parent × 20/80) relinquished to NCI)
156 100
NCI before rights issue ((291 600 – 6 600GW) × 20%+ (600 initial GW
of NCI))
(57 600)
(R1 500)
d The amount for the change in ownership recognised in equity can also be
calculated as follows (from the perspective of the parent):
Fair value of the consideration paid by the parent for new shares issued
1 500
235 500
R1 500
Note in this case that the equity represented by the goodwill amount now
forms part of the calculations. This is because the NCI is measured at its fair
value at the acquisition date and therefore goodwill is measured for all
owners. With the change in the ownership interest as a result of the right-
issue, P Ltd effectively relinquished some of its goodwill to the non-
controlling interests. This approach is explained in more detail in chapter
13.3.
308
P Ltd 80%–60%
Total
NCI
At
Since
291 600
84 000
57 600
100 000
39 000
21 000
40 000
(36 000)
(21 000)
57 000
(1 500)
1 500
391 600
1 500
(1 500)
156 100
(1) 100 000 × 60% (thus new ownership interest) = 60 000; allocated 39 000
and 21 000
Although the parent did not take up any shares, it is nonetheless still entitled
to a portion of the new equity because of its existing ownership interest in
the ratio of ownership interest after the rights were exercised. This “bonus”
serves as compensation for the equity lost (ceded) to the non-controlling
interests.
Comments
A gain (R1 500) results from the parent’s new ownership interest, as the
parent’s new attributable equity (R60 000) is higher than the equity and
goodwill ceded to the non-controlling interests (R36 000 + R21 000 + R1
500 = R58 500). This gain is to be treated in terms of IFRS 10.23 – i.e. taken
directly to equity, as the parent (P Ltd) does not relinquish control over S
Ltd. Although P Ltd’s interest decreased from 80% to 60%, its actual
ownership interest increased with R1 500.
36 600
186 600
R6 600
309
Chapter 14
Dr
Cr
J1
150 000
30 000
6 600
36 600
J2
19 000
19 000
retained earnings
J3
6 000
6 000
J4
16 000
20 000
J5
100 000
98 500
1 500
J6
12 000
12 000
and chapter 13 (e.g., in cases where the associate or joint venture would
become a 310
Buy-back of shares
Entities sometimes buy back their issued share capital from the existing
owners to avoid issuing new shares or to avoid amending their authorised
share capital. These shares might be required by the entity for issue in
employee-share participation schemes, for share-based payment transactions
in terms of IFRS 2 Share-based Payment, or for many more similar
transactions.
This section is not as complex as the section dealing with rights issues. This
is because the parent receives cash back from the subsidiary for the shares
bought back by the subsidiary and is not “reimbursed” by means of “new
equity” in terms of a rights issue for giving up reserves. A gain or loss on the
share buy-back for the group should, however, still be calculated under
certain circumstances. This is done by applying the method used in the
previous chapter. It should still be borne in mind that those share buy-back
transactions leading to a change in ownership but not resulting in the loss
of control should be treated as equity transactions (i.e. transactions with
owners in their capacity as owners) in terms of IFRS 10.23. Furthermore, it
should be noted that where there is a loss of control due to a share buy-back
transaction, such loss of control is regarded as a significant event in terms of
IFRS 10.BCZ180–183, and in most cases leads to the remeasurement, at fair
value, of the remaining investment in the investee in terms of IFRS 10.25(b).
Note that this principle also applies to the loss of significant influence or
joint control where the retained interest is a financial asset (IAS 28.22(b)).
The situation is similar to the principles dealt with under the disposal of an
interest in an entity as was illustrated in the previous chapter.
the previously held investment is measured at its fair value (IFRS 3.42 and
IAS 28.26). The acquisition of control is accounted for as a business
combination (goodwill or gain from a bargain purchase is recognised).
311
Chapter 14
The parent debits the bank account with the cash received and credits the
investment with the historical cost price of the shares bought back. The
difference between these two items constitutes a gain or loss on share buy-
back which is recognised in profit or loss (this is the gain/loss in the parent’s
separate financial statements and will not be the same as the gain/loss at
group level).
The journal entry arising in the parent’s separate financial statements will
be reversed upon consolidation where control was not lost or obtained and
the true fair value of the shares bought back by the investee will be taken
into account (similar to the journal entry when the parent disposes of an
interest in a subsidiary, where the parent’s initial gain/loss on disposal or the
transfer within equity, is replaced by the correct gain/loss on disposal at
group level, which takes into account the equity and/or reserves relinquished
in the transaction).
Example 14.7
Share capital (100 000 shares issued at R1,50 each at incorporation) 150
Retained earnings 2
000
2 150
312
shares of S Ltd on 1 January 20.12. The company tax rate is 28% and CGT
is calculated at 80% thereof.
Solution 14.7
(a) P Ltd measures the investment in S Ltd at cost in its separate financial
statements in terms of IAS 27.
The
actual journal entry to recognise the share buy-back in the separate
financial statements of the parent will be:
Dr
Cr
J1 Bank
(SFP)
200 000
000
170 000
J2
38 080
SARS
tax
payable/Bank (SFP)
38 080
of shares
(b) P Ltd measures the investment in S Ltd in accordance with IFRS 9 in its
separate financial statements (per choice in terms of IAS 27).
P Ltd remeasures its investment to R1 000 000 (50 000 shares × R20)
through other comprehensive income and recognises the related deferred tax.
The actual journal entry to recognise the share buy-back in the separate
financial statements of the parent will be:
Dr
Cr
J1 Bank
(SFP)
000
200 000
J2
Income tax expense (P/L) (170 000 × 80% × 28%) 38
080
SARS
tax
payable/Bank (SFP)
38 080
of shares
J3
920
131 920
J4 Deferred
tax
(SFP)
38 080
derecognised
313
Chapter 14
Comment
All these respective journal entries by the parent (except for the cash
received and the entry to recognise the current tax payable) must be reversed
upon consolidation, where control of a subsidiary is not obtained or lost (i.e.
the subsidiary remains a subsidiary after the share buy-back).
Cr
Share capital (SCE) (10 000/100 000 × R150 000 share capital) 15 000
185 000
Bank (SFP) (10 000 × R20,00 per share)
200 000
The only new principle in this section is the recognition of the journal entry
by the investee to adjust its own equity in respect of the buy-back
information. Note that the debits per the journal entry (as above) are
processed in the total column of the analysis of ownership interest. This is
logical, as the investee is reducing its own equity by the amount of the share
capital bought back, as well as the premium (additional amount over and
above share capital) paid on the buy-back of the shares, which is funded
from other reserves (e.g. retained earnings). Once again, these adjustments
have to be allocated to the parent and the non-controlling interests.
Example 14.8
The following are the abridged financial statements of P Ltd and its
subsidiary S Ltd at 31 December 20.19:
P Ltd
S Ltd
ASSETS
Inventory
484 000
265 000
176 000
Total assets
R660 000
R265 000
300 000
200 000
Retained earnings
360 000
65 000
R660 000
R265 000
314
Changes resulting from the issue of additional shares by investees
STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
P Ltd
S Ltd
Revenue
500 000
300 000
Cost of sales
(300 000)
(200 000)
Gross profit
200 000
100 000
76 000
16 000
–
Profit before tax
292 000
100 000
(80 000)
(40 000)
212 000
60 000
R212 000
R60 000
Retained earnings
P Ltd
S Ltd
Balance at 1 January 20.19
164 000
125 000
212 000
60 000
(16 000)
(20 000)
Buy-back of shares
(100 000)
R360 000
R65 000
Additional information
1 P Ltd acquired 120 000 shares in S Ltd on 1 January 20.17 for R220 000,
when the equity of S Ltd consisted of the following:
Retained earnings 30
000
R280 000
2 On 30 June 20.19, S Ltd bought back 30 000 shares at R5,00 each. The
shares were bought back proportionally from all owners, i.e. 24 000 shares
were bought back from P Ltd, while the remaining 6 000 shares were bought
back from the non-controlling interests.
315
Chapter 14
1/1/20.19 to 1/7/20.19 to
Total
30/6/20.19 31/12/20.19
100 000
52 000
48 000
Tax
(40 000)
(22 000)
(18 000)
R60 000
R30 000
R30 000
4 P Ltd accounted for the investment in S Ltd at cost in its separate financial
statements.
6 Ignore any tax consequences for S Ltd in respect of the share buy-back.
7 The company tax rate is 28% and CGT is calculated at 80% thereof.
From the information provided, it is evident that the following actual journal
entry was processed in the separate financial statements of P Ltd: Dr Cr
RR
000
44 000
76 000
(1) 24 000/120 000 × 220 000 = 44 000 or 176 000 × 24 000/96 000
From the information provided, it is also evident that the following actual
journal entry was processed in the individual financial statements of S Ltd:
Dr Cr
RR
50 000
100 000
Bank
(SFP)
150
000
Comment
These journals must be reversed upon consolidation of the parent (P Ltd) and
the subsidiary (S Ltd), as the share buy-back represents an intragroup
transaction between P Ltd and S Ltd at group level as S Ltd is a subsidiary
of P Ltd. This reversal (i.e. elimination of common items) is done in J6
below, after which the adjustment to non-controlling interests and the change
of ownership, if any, are recognised in equity (IFRS 10.B96).
316
The consolidated financial statements of P Ltd and its subsidiary S Ltd for
the year ended 31 December 20.19 will be prepared as follows:
P LTD GROUP
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 20.19
ASSETS
Current assets
749 000
Total assets
R749 000
300 000
000
696 000
Non-controlling interests
53 000
Total equity
749 000
P LTD GROUP
800 000
(500 000)
300 000
(120 000)
180 000
R180 000
168 000
12 000
R180 000
168 000
12 000
R180 000
317
Chapter 14
P LTD GROUP
Non-
Share
Retained
con-
Total
Total
capital
earnings
trolling
equity
interests
Balance at
1 January 20.19
544 000
! 75 000
619 000
Changes in equity
for 20.19
Dividends
(16 000)
(16 000)
(4 000)
(20 000)
Total comprehensive
income
for
the
year:
168 000
168 000
^ 12 000
180 000
– $ (30 000)
(30 000)
Balance at
31 December 20.19
Comments
The share capital and retained earnings affected by the share buy-back in
respect of the parent (P Ltd), have all been eliminated on a pro-forma basis
at group level as the share buy-back transaction represents an intragroup
transaction between the parent (P Ltd) and the subsidiary (S Ltd). The
parent’s interest in the subsidiary did not change (remained 80%) and there
is no gain or loss on a change in ownership to be recognised directly in
equity.
318
P Ltd 80%
Total
NCI
At
Since
i At acquisition (1/1/20.17)
Share capital
250 000
200 000
50 000
Retained earnings
30 000
24 000
6 000
280 000
224 000
56 000
– Parent
(4 000)
(4 000)
220 000
56 000
ii Since acquisition
Retained
earnings
95 000
76 000
19 000
• Current year:
Profit:
1/1/20.19–30/6/20.19 (given)
30 000
24 000
6 000
Dividend: 31/5/20.19
(20 000)
(16 000)
(4 000)
381 000
84 000
77 000
Share buy-back
(30 000)
231 000
47 000
Profit:
1/7/20.19–31/12/20.19 (given)
30 000
24 000
6 000
R261 000
R108 000
R53 000
319
Chapter 14
Comments
80%
30 000
47 000
(77 000)
Amount to be recognised directly in equity
d The amount for the change in ownership recognised in equity can also be
calculated as follows (from the perspective of the parent):
Fair value of the consideration received by parent for shares bought back (24
000 shares × R5)
120 000
(120 000)
Owners’ equity held by P Ltd before buy-back ((381 000 + 4 000) × 80%)
(308 000) Owners’ equity held by P Ltd after buy-back ((231 000 + 4 000) ×
80%) 188 000
56 000
276 000
(280 000)
Gain from a bargain purchase (parent)
(R4 000)
320
Dr
Cr
J1
250 000
30 000
220 000
4 000
56 000
Main elimination journal entry at acquisition date
J2
19 000
19 000
of retained earnings
J3
6 000
6 000
J4
16 000
4 000
Dividend paid (SCE)
20 000
J5
6 000
6 000
J6
30 000
44 000
76 000
50 000
321
Chapter 14
Comments
b J6 is the journal entry that deals with the buy-back of the shares. Note that
the debit processed by P Ltd (R120 000) in its separate financial statements
is not reversed, as the cash value received for the shares does not change due
to consolidation. The cost of the shares bought back (per P Ltd’s separate
financial statements) is replaced by the fair value of the shares bought back
(in the group), thereby accounting for the changes in ownership account in
respect of the buy-back at group level.
The credit side of the journal entry re-establishes the share capital and
retained earnings due to the chronological order in which the journal entries
take place (as explained previously).
Remember that S Ltd reduced (debited) the share capital and the retained
earnings
322
Example 14.9
The following are the abridged financial statements of P Ltd and its
subsidiary S Ltd at 31 December 20.19:
P Ltd
S Ltd
ASSETS
Inventory
484 000
265 000
166 667
Total assets
R650 667
R265 000
300 000
200 000
Retained earnings
350 667
65 000
R650 667
R265 000
P Ltd
S Ltd
Revenue
500 000
300 000
Cost of sales
(300 000)
(200 000)
Gross profit
200 000
100 000
Other income (gain on the buy-back of shares)
66 667
16 000
282 667
100 000
(80 000)
(40 000)
202 667
60 000
R202 667
R60 000
323
Chapter 14
Retained
earnings
P Ltd
S Ltd
164 000
125 000
202 667
60 000
(16 000)
(20 000)
Buy-back of shares
(100 000)
R350 667
R65 000
Additional information
1 P Ltd acquired 120 000 shares in S Ltd on 1 January 20.17 for R200 000,
when the equity of S Ltd consisted of the following:
250 000
Retained earnings 30
000
R280 000
2 On 30 June 20.19, S Ltd bought back 30 000 shares at R5,00 per share. 20
000 of these shares were bought back from P Ltd, while the other 10 000
were bought back from the non-controlling interests.
3 S Ltd’s profit before tax and tax accrued as follows for 20.19: 1/1/20.19 to
1/7/20.19 to
Total
30/6/20.19 31/12/20.19
52 000
48 000
Tax
(40 000)
(22 000)
(18 000)
R60 000
R30 000
R30 000
4 P Ltd accounted for the investment in S Ltd at cost in its separate financial
statements.
6 Ignore any tax consequences for S Ltd in respect of the share buy-back.
7 The company tax rate is 28% and CGT is calculated at 80% thereof.
From the information provided, it is evident that the following actual journal
entry was processed in the separate financial statements of P Ltd: Dr
Cr
33 333
66 667
324
Changes resulting from the issue of additional shares by investees From the
information provided, it is also evident that the following actual journal
entry was processed in the individual financial statements of S Ltd: Dr Cr
RR
50 000
100 000
150
000
Comment
These journals must be reversed (i.e. elimination of common items) upon
consolidation of the parent (P Ltd) and the subsidiary (S Ltd), as the share
buy-back represents an intragroup transaction between P Ltd and S Ltd at
group level.
Solution 14.9
The consolidated financial statements of P Ltd and subsidiary S Ltd for the
year ended 31 December 20.19 will be prepared as follows:
P LTD GROUP
AS AT 31 DECEMBER 20.19
ASSETS
Current assets
749 000
Total assets
R749 000
300 000
417 000
Other components of equity (changes in ownership)
(12 167)
704 833
Non-controlling interests
44 167
Total equity
749 000
R749 000
325
Chapter 14
P LTD GROUP
800 000
(500 000)
Gross profit
300 000
300 000
(120 000)
180 000
R180 000
169 000
11 000
R180 000
169 000
11 000
R180 000
P LTD GROUP
Changes
Non-
Share
Retained
in
con-
Total
Total
capital
earnings
owner-
trolling
equity
ship
interests
Balance at
1 January 20.19
564 000
! 75 000
639 000
Changes in equity
for 20.19
Dividends
(16 000)
(16 000)
(4 000)
(20 000)
Total comprehensive
income for the
year:
169 000
169 000
11 000
180 000
Share buy-back
(12 167)
(50 000)
Balance at
31 Dec 20.19
*
164 000(P) + 76 000(S) + 24 000(gain from a bargain purchase) = 264 000
P Ltd 80%–83,33%
Total
NCI
At
Since
i At acquisition (1/1/20.17)
Share
capital
250 000
200 000
50 000
Retained earnings
30 000
24 000
6 000
280 000
224 000
56 000
– Parent
(24 000)
(24 000)
256 000
200 000
56 000
ii Since acquisition
Retained earnings
95 000
76 000
19 000
Current
year:
• Profit: 1/1/20.19–30/6/20.19
(given)
30 000
24 000
6 000
Dividend: 31/5/20.19
(20 000)
(16 000)
(4 000)
361 000
84 000
77 000
Share buy-back
(comment (b))
(150 000)
(100 000)
(50 000)
(12 167)
12 167
211 000
39 167
Profit: 1/7/20.19–31/12/20.19
30 000
25 000
5 000
R241 000
R109 000
R44 167
327
Chapter 14
Comments
80%
Since 1/7/20.19 ((120 000 – 20 000)/(150 000 – 30 000) shares in issue)
83,33%
50 000
39 167
(77 000)
R12 167
d The amount for the change in ownership recognised in equity can also be
calculated as follows (from the perspective of the parent):
Fair value of the consideration received by parent for shares bought back (20
000 shares × R5)
100 000
(112 167)
Owners’ equity held by P Ltd before buy-back ((361 000 + 24 000) × 80%)
(308 000) Owners’ equity held by P Ltd after buy-back
195 833
(R12 167)
328
P Ltd 80%–83,33%
Total
NCI
At
Since
84 000
77 000
Share buy-back
(83,33:16.67%)
(25 000)
12 833
(12 833)
12 167
(100 000)
39 167
256 000
(280 000)
(R24 000)
Dr
Cr
J1
250 000
30 000
200 000
56 000
date
J2
19 000
19 000
of retained earnings
J3
6 000
6 000
J4
Dividend received (P/L)
16 000
4 000
20 000
continued
329
Chapter 14
Dr
Cr
J5
5 000
5 000
J6
833
333
66 667
12 167
50 000
100 000
Comments
Ltd on consolidation:
b J6 is the journal entry that deals with the buy-back of the shares. Note that
the debit processed by P Ltd (R100 000) in its separate financial statements
is not reversed, as the cash value received for the shares does not change due
to consolidation. The cost of the shares bought back (per P Ltd’s separate
financial statements) is replaced by the fair value of the shares bought back
(in the group), thereby accounting for the changes in ownership account in
respect of the buy-back at group level.
The credit side of the journal entry re-establishes the share capital and
retained earnings due to the chronological order in which the journal entries
take place (as explained previously).
Remember that S Ltd reduced (debited) the share capital and the retained
earnings
Example 14.10
The following are the abridged financial statements of P Ltd and its
subsidiary S Ltd at 31 December 20.19:
P Ltd
S Ltd
ASSETS
Inventory
484 000
265 000
184 000
Total assets
R668 000
R265 000
300 000
200 000
Retained earnings
368 000
65 000
R668 000
R265 000
P Ltd
S Ltd
Revenue
500 000
300 000
Cost of sales
(300 000)
(200 000)
Gross profit
200 000
100 000
84 000
16 000
300 000
100 000
(40 000)
220 000
60 000
R220 000
R60 000
331
Chapter 14
Retained
earnings
P Ltd
S Ltd
125 000
220 000
60 000
(16 000)
(20 000)
Buy-back of shares
(100 000)
R368 000
R65 000
Additional information
1 P Ltd acquired 120 000 shares in S Ltd on 1 January 20.17 for R240 000,
when the equity of S Ltd consisted of the following:
250 000
Retained earnings 30
000
R280 000
The fair value of the NCI was R60 000 at the date of acquisition.
2 On 30 June 20.19, S Ltd bought back 30 000 shares at R5,00 per share. 28
000 of these shares were bought back from P Ltd, while the remaining 2 000
shares were bought back from the non-controlling interests.
3 S Ltd’s profit before tax and tax accrued as follows for 20.19: 1/1/20.19 to
1/7/20.19 to
Total
30/6/20.19 31/12/20.19
100 000
52 000
48 000
Tax
(40 000)
(22 000)
(18 000)
R60 000
R30 000
R30 000
4 P Ltd accounted for the investment in S Ltd at cost in its separate financial
statements.
6 Ignore any tax consequences for S Ltd in respect of the share buy-back.
7 The company tax rate is 28% and CGT is calculated at 80% thereof.
From the information provided, it is evident that the following actual journal
entry was processed in the separate financial statements of P Ltd: Dr
Cr
140 000
56 000
84 000
(1) 28 000/120 000 × 240 000 = 56 000, or 28 000/92 000 × 184 000 = 56
000
332
Changes resulting from the issue of additional shares by investees From the
information provided, it is also evident that the following actual journal
entry was processed in the individual financial statements of S Ltd: Dr Cr
RR
50 000
100 000
150
000
Comment
Solution 14.10
The consolidated financial statements of P Ltd and subsidiary S Ltd for the
year ended 31 December 20.19 will be prepared as follows:
P LTD GROUP
AS AT 31 DECEMBER 20.19
ASSETS
Non-current assets
20 000
Current assets
000
Total assets
R769 000
000
Retained earnings
000
11 500
702 500
Non-controlling interests
66 500
Total equity
769 000
R769 000
333
Chapter 14
Comment
Note that goodwill is not realised, as control is not relinquished by the parent
(P Ltd) in this example. Goodwill is however reattributed proportionately to
the NCI in this example, because of the decrease in the ownership interest of
the parent (P Ltd) and the NCI being measured at fair value at the acquisition
date (i.e. goodwill was calculated for the NCI and for the parent (P Ltd)). In
the previous examples, this was not the case, and goodwill was not
reattributed from P Ltd to the NCI as the NCI was not measured at fair value
at the acquisition date (meaning that goodwill was not calculated for all
owners at the acquisition date).
P LTD GROUP
800 000
(500 000)
Gross profit before tax
300 000
300 000
(120 000)
180 000
R180 000
167 000
13 000
R180 000
167 000
13 000
R180 000
334
Changes
Non-
Share
Retained
in
Total
Total
controlling
capital
earnings
owner-
equity
interests
ship
Balance at
1 Jan 20.19
540 000
! 79 000
619 000
Changes in
equity for
20.19
Dividends
– (16
000)
(16 000)
(4 000)
(20 000)
Total
comprehensive
year:
– 167
000
180 000
Share buy-back
11 500
(10 000)
Balance at
31 Dec 20.19
R769 000
335
Chapter 14
Calculations
P Ltd 80%–76,67%
Total
NCI
At
Since
i At acquisition (1/1/20.17)
Share
capital
250 000
200 000
50 000
Retained earnings
30 000
24 000
6 000
280 000
224 000
56 000
20 000
16 000
4 000
300 000
240 000
60 000
ii Since acquisition
• To beginning of current year:
Retained earnings
95 000
76 000
19 000
• Current year:
Profit:
1/1/20.19–30/6/20.19
30 000
24 000
6 000
Dividend: 31/5/20.19
(20 000)
(16 000)
(4 000)
405 000
84 000
81 000
Share buy-back
Share capital and retained
earnings utilised
(150 000)
(140 000)
(10 000)
11 500
(11 500)
255 000
59 500
Profit: 1/7/20.19–31/12/20.19
30 000
23 000
7 000
R285 000
R107 000
R66 500
336
80%
10 000
(81 000)
Amount to be recognised directly in equity
(R11 500)
The amount for the change in ownership recognised in equity can also be
calculated as follows (from the perspective of the parent):
Fair value of the consideration received by parent for shares bought back (28
000 shares × R5)
140 000
(128 500)
(324 000)
R11 500
Note in this case that the equity represented by the goodwill figure now
forms part of the calculations. This is because the NCI is measured at its fair
value at the acquisition date and therefore goodwill is measured for all
owners. With the change in the ownership interest as a result of the buy-
back, P Ltd effectively relinquished some of its goodwill to the non-
controlling interests.
337
Chapter 14
60 000
300 000
(280 000)
R20 000
Dr
Cr
J1
250 000
30 000
Goodwill (SFP) (parent and NCI)
20 000
240 000
60 000
date
J2
19 000
19 000
of retained earnings
J3
6 000
6 000
Allocation of non-controlling interests’ portion
J4
16 000
4 000
20 000
J5
7 000
7 000
J6
500
Investment in S Ltd (SCE) (reverse over-elimination)
56 000
84 000
50 000
100 000
11 500
338
Comments
b J6 is the journal entry that deals with the buy-back of the shares. Note that
the debit processed by P Ltd (R140 000) in its separate financial statements
is not reversed, as the cash value received for the shares does not change due
to consolidation. The cost of the shares bought back (per P Ltd’s separate
financial statements) is replaced by the fair value of the shares bought back
(in the group), thereby accounting for the changes in ownership account in
respect of the buy-back at group level.
The credit side of the journal entry re-establishes the share capital and
retained earnings due to the chronological order in which the journal entries
take place (as explained previously).
Remember that S Ltd reduced (debited) the share capital and the retained
earnings
339
Chapter 14
interest of the parent (control is not lost) and the status does
Example 14.11
P Ltd
S Ltd
ASSETS
Inventory
434 000
415 000
150 000
Total assets
R584 000
R415 000
300 000
270 000
Retained earnings
284 000
145 000
R584 000
R415 000
P Ltd
S Ltd
Revenue
500 000
300 000
Cost of sales
(300 000)
(200 000)
Gross profit
200 000
100 000
16 000
–
216 000
100 000
(80 000)
(40 000)
136 000
60 000
––
R136 000
R60 000
340
Retained
earnings
P Ltd
S Ltd
164 000
105 000
136 000
60 000
(16 000)
(20 000)
R284 000
R145 000
Additional information
1 P Ltd acquired 120 000 shares in S Ltd on 1 January 20.17, when the
equity of S Ltd consisted of the following:
150 000
Retained earnings 30
000
R180 000
3 On 30 June 20.19 the employees of S Ltd exercised all their options. S Ltd
passed the following journal entry:
Dr Cr
100 000
20 000
Share capital
120 000
5 P Ltd accounted for the investment in S Ltd at cost in its separate financial
statements.
6 P Ltd elected to measure the non-controlling interests at their proportionate
share of the acquiree’s identifiable net assets at the acquisition date.
7 The company tax rate is 28% and CGT is calculated at 80% thereof.
341
Chapter 14
Solution 14.11
The consolidated financial statements of P Ltd and its subsidiary S Ltd are
prepared as follows:
P LTD GROUP
AS AT 31 DECEMBER 20.19
ASSETS
Non-current assets
Goodwill (parent)
6 000
Current assets
849 000
000
Share capital
300 000
000
19 000
689 000
Non-controlling interests
166 000
000
P LTD GROUP
800 000
(500 000)
Gross profit
300 000
Other income
300 000
(120 000)
180 000
R180 000
162 000
18 000
R180 000
Total comprehensive income attributable to:
162 000
18 000
R180 000
342
Changes
Non-
Share
Retained
in
Total
Total
controlling
capital
earnings
owner-
equity
interests
ship
Balance at
1 Jan 20.19
300 000
* 224 000
524 000
! 71 000
595 000
Changes in
equity for
20.19
Dividends
(16 000)
(16 000)
(4 000)
(20 000)
Total compre-
hensive
year:
– 162
000
162 000
18 000
180 000
Options exer-
issue
19 000
19 000
$ 81 000
100 000
Balance at
31 Dec 20.19
$ See
J6
343
Chapter 14
Calculations
P Ltd 80%–60%
Total
NCI
At
Since
i At acquisition (1/1/20.17)
Share capital
150 000
120 000
30 000
Retained earnings
30 000
24 000
6 000
180 000
144 000
36 000
– Parent
6 000
6 000
–
Consideration and NCI
186 000
150 000
36 000
ii Since acquisition
Retained
earnings
75 000
60 000
15 000
Share-based payment
(comment (b))
20 000
– 20
000
• Current year:
Profit:
1/1/20.19–30/6/20.19
(60 000 × 6/12)
30 000
24 000
6 000
(20 000)
(16 000)
(4 000)
291 000
68 000
73 000
Shares issued
120 000
120 000
Equity transferred
(20 000)
(20 000)
(19 000)
391 000
68 000
154 000
Profit:
1/7/20.19–31/12/20.19
30 000
18 000
12 000
R421 000
R86 000
R166 000
344
80%
60%
Consequently there is no loss of control. However, there is a change in the
ownership interest that should be recognised directly in equity in terms of
IFRS 10.23.
(100 000)
154 000
(73 000)
Amount to be recognised directly in equity
(R19 000)
e The amount for the change in ownership recognised in equity can also be
calculated as follows (from the perspective of the parent):
Fair value of the consideration paid by the parent for new shares issued
19 000
(218 000)
237 000
R19 000
345
Chapter 14
P Ltd 80%–60%
Total
NCI
At
Since
291 000
68 000
73 000
Equity transferred
(20 000)
(20 000)
Changes in ownership:
(36 000)
(17 000)
53 000
– Compensation by sharing
120 000
55 000
17 000
48 000
391 000
19 000
(19
000)
R154 000
(2) 120 000 × 60% (thus new ownership interest) = 72 000; allocated 55 000
and 17 000
Although the parent did not take up any shares, it is nonetheless still entitled
to a portion of the new equity because of its existing ownership interest in
the ratio of ownership interest after the issue of the new shares (i.e. 60:40).
This “bonus” serves as compensation for the equity lost (ceded) to the non-
controlling interests.
Comment
A gain (R19 000) results from the parent’s new ownership interest, as the
parent’s new attributable equity (R72 000) is higher than the equity ceded to
the non-controlling interests (R36 000 + R17 000 = R53 000). This gain is to
be treated in terms of IFRS 10.23 – i.e. taken directly to equity, as the parent
(P Ltd) does not relinquish control over S Ltd. Although P Ltd’s interest
decreased from 80% to 60%, its actual ownership interest increased with
R19 000.
36 000
186 000
(180 000)
Goodwill (parent)
R6 000
346
Dr
Cr
J1
Retained
earnings (SCE)
30 000
6 000
36 000
150 000
J2
15 000
15 000
retained earnings
J3
000
20 000
J4
6 000
6 000
J5
16 000
4 000
20 000
120 000
20 000
000
19 000
12 000
12 000
347
Chapter 14
Loss of control can also occur in the absence of a transaction. It may, for
example, occur on the expiry of an agreement that previously allowed an
entity to control a subsidiary (also see IFRS 10.BCZ180).
Example 14.12
P Ltd had control over S Ltd through an agreement with other shareholders.
The following represents the abridged financial statements of P Ltd and its
subsidiary S Ltd on 31 December 20.19:
P Ltd
S Ltd
ASSETS
Inventory
725 000
300 000
55 000
Total assets
R780 000
R300 000
300 000
100 000
Retained earnings
480 000
200 000
R780 000
R300 000
P Ltd
S Ltd
Revenue
600 000
400 000
Cost of sales
(250 000)
(300 000)
350 000
100 000
(170 000)
(50 000)
180 000
50 000
Other comprehensive income for the year
––
R180 000
R50 000
348
Retained
earnings
P Ltd
S Ltd
300 000
150 000
180 000
50 000
Balance at 31 December 20.19
R480 000
R200 000
Additional information
1 P Ltd acquired 30 000 shares in S Ltd on 1 January 20.17, when the equity
of S Ltd consisted of the following:
Share capital
100 000
Retained earnings 80
000
R180 000
2 P Ltd accounted for the investment in S Ltd at cost in its separate financial
statements.
349
Chapter 14
Solution 14.12
The consolidated financial statements of P Ltd and its subsidiary S Ltd are
prepared as follows:
P LTD GROUP
AS AT 31 DECEMBER 20.19
ASSETS
Non-current assets
Goodwill
000
95 000
Current assets
000
Total assets
R820 000
EQUITY AND LIABILITIES
Share capital
300 000
000
Non-controlling interests
000
P LTD GROUP
1 000 000
(550 000)
Gross profit
450 000
Other income (gain on loss of control)
4 000
454 000
000)
234 000
R234 000
199 000
Non-controlling interests
35 000
R234 000
Total comprehensive income attributable to:
199 000
Non-controlling interests
35 000
R234 000
350
Non-
Share
Retained
control-
Total
Total
capital
earnings
ling
equity
interests
300 000
* 321 000
621 000
179 000
800 000
Total comprehensive
199 000
199 000
35 000
234 000
31 December 20.19
– R820 000
Calculations
P Ltd 30%
Total
NCI
At
Since
i At acquisition (1/1/20.17)
Share capital
100 000
30 000
70 000
Retained earnings
80 000
24 000
56 000
180 000
54 000
126 000
5 000
1 000
4 000
185 000
55 000
130 000
ii Since acquisition
Retained
earnings
(150 000 – 80 000)
70 000
21 000
49 000
50 000
15 000
35 000
305 000
36 000
214 000
(IFRS 10.B98(a))
(305 000)
(55 000)
(36 000)
(214 000)
–
–
351
Chapter 14
P Ltd 30%
Total
NCI
At
Since
i At acquisition
value
316 667
95 000
n/a
185 000
(180 000)
R5 000
Dr
Cr
J1
40 000
300 000
50 000
400
000
21 000
4 000
000
179 000
Non-controlling interests (SFP/SCE)
35 000
352
a Note that S Ltd was a subsidiary of P Ltd for the full year. Since S Ltd was
not a subsidiary of P Ltd at the reporting date, S Ltd’s separate financial
statements will not be combined with those of the parent (P Ltd) as a starting
point for consolidation.
This means that the results for S Ltd would have to be journalised into the
consolidation, as is seen in the pro forma consolidation journal entry above.
b Even though P Ltd did not dispose of any shares in S Ltd, it lost control
over S Ltd through expiry of the agreement by which P Ltd controlled S Ltd.
The gain or loss on the disposal of the interest would be calculated as
follows, using IFRS 10.B98: Derecognise assets (including goodwill) and
liabilities on date control is lost (300 000 other net assets + 5 000 goodwill)
(IFRS 10.B98(a)) (305 000)
214 000
(91 000)
Fair value of consideration received recognised (i.e. cash received) (IFRS
10.B98(b))
95 000
R4 000
The amount of R4 000 only comprises the fair value remeasurement of the
retained interest, because P Ltd did not dispose of any shares in S Ltd c
Remeasurement of investment retained in terms of IFRS 10.25: Fair value of
retained 30% investment in former subsidiary (given) (IFRS 10.25(b))
95 000
(91 000)
Included in profit for the current period (*) as various line items 15 000
36 000
Group’s net gain in the consolidated statement of profit or loss and other
comprehensive income (comment (b) above)
4 000
This approach is also evident from J1 above where the investment in S Ltd is
increased with R40 000 (fair value of R95 000 less cost price of R55 000
still contained in the separate financial statements of P Ltd), the amount
profit according to P Ltd is reversed (Rnil in this example) and replaced by
the parent’s portion of the retained earnings at the beginning of the period,
the various line items in profit or loss and the group’s profit on the loss of
control over the subsidiary.
353
Chapter 14
Example 14.13
Ltd
and sub-
sidiaries
S Ltd
(consoli-
dated)
DEBITS
57 500
9 000
8 000
Inventory
144 500
31 000
8 000
3 000
2 000
1 000
R220 000
R44 000
CREDITS
150 000
20 000
50 000
5 000
9 000
Revenue (*)
20 000
10 000
R220 000
R44 000
(*) Accrued/incurred
evenly
Additional information
1P
Ltd acquired 8
000 shares in S
Ltd on
2 At the acquisition date (i.e. the date on which P Ltd obtained control of S
Ltd), the assets and liabilities of S Ltd were regarded as a fair reflection in
terms of the requirements of IFRS 3, except for land for which the fair value
was R548 more than its carrying amount. The acquisition-date fair value of
P Ltd’s previously held equity interest was R11 100.
354
6 The company tax rate is 28% and CGT is calculated at 80% thereof.
Solution 14.13
The consolidated financial statements of P Ltd and its subsidiary S Ltd are
prepared as follows:
P LTD GROUP
AS AT 31 DECEMBER 20.12
ASSETS
Non-current assets
Property, plant and equipment (57 500(P) + 9 000(S) + 548 (J4)) 67 048
Goodwill (parent)
130
67 178
Current assets
500
Total assets R242
678
Share capital
150 000
Retained earnings
64 700
214 700
855
Total equity
233 555
9 123
678
355
Chapter 14
P LTD GROUP
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
26 667
(10 000)
Gross profit
16 667
300
800
17 767
667)
15 100
R15 100
12 700
R15 100
12 700
R15 100
P LTD GROUP
Non-
Share
Retained
Total
Total
controlling
capital
earnings
equity
interests
Balance at
1 January 20.12
150 000
* 52 000
202 000
– 202
000
Changes in equity
for 20.12
Acquisition
of subsidiary
–
16 455
16 455
Total comprehensive
12 700
12 700
2 400
15 100
Balance at
31 December 20.12
R150 000
R64 700
R214 700
R18 855
R233 555
356
Changes resulting from the issue of additional shares by investees
Calculations
P Ltd 40%
Total
NCI
At
Since
Share capital
20 000
8 000
n/a
Retained
earnings
20 000
8 000
n/a
Consideration
8 000
Retained
earnings (5 000 – 0)
5 000
2 000
n/a
• Current year:
Profit: 1/1/20.12–30/4/20.12
2 000
800
n/a
27 000
2 800
n/a
Derecognise associate
(27 000)
(8 000)
(2 800)
n/a
P Ltd 40%
Total
NCI
At
Since
Share capital
20 000
8 000
12 000
5 000
2 000
3 000
2 000
800
1 200
Revaluation
surplus
170
255
27 425
10 970
16 455
– Parent
130
130
–
Consideration and NCI
27 555
11 100
16 455
ii Since acquisition
Profit: 1/5/20.12–31/12/20.12
4 000
1 600
2 400
R31 555
357
Chapter 14
Comments
11 100
16 455
27 555
(27 425)
Goodwill (parent)
R130
Dr
Cr
R
R
J1
000
2 000
J2
800
combination) of associate
J3
300
continued
358
Cr
J4 Land
(SFP)
548
Deferred
tax
J5
20 000
(comment (c)) 5
000
Equity at acquisition
425
130
Revenue
(P/L)
3 333
1 000
(1 000 × 4/12)
333
11 100
16 455
2 400
2 400
combination)
Comments
a Journal 1 and 2 are typical journal entries for the accounting of associates
in terms of the equity method (see chapter 11 for detail).
S Ltd was not a subsidiary of P Ltd for the first four months and the profit
earned during those four months should not form part of the profit or loss for
the group and should be eliminated from the group’s profit or loss. The
profits for the first four months are actually part of the reserves at the
acquisition date and should be eliminated as such in accounting for the
business combination.
359
Chapter 14
An investment entity (as defined) (see chapter 10.2) may have control over
another entity, but is excluded from the requirement to prepare consolidated
financial statements. Instead, the investment in a subsidiary will be measured
at fair value through profit or loss. A change in the status of an investment
entity should be accounted for as follows:
When an entity becomes an investment entity, it shall again follow the same
principles as were discussed previously:
the other net asset changes). Furthermore, the investor shall reclassify to
profit or loss the cumulative amount of equity that the investor had
previously recognised when the investor discontinues the use of the equity
method. However, a considerable number of respondents to the ED
disagreed with the IASB’s proposal.
Consequently, the IFRIC noted that, from an investor’s perspective, other net
asset changes of an investee meet the definition of income and expenses as
set out in the Conceptual Framework. In addition, the IFRIC noted that the
other net asset changes represent performance of the investor’s investments.
Furthermore, the IFRIC observed that the other net asset changes of the
investee are economically similar to direct acquisitions or disposals of
investments and thus they should be accounted for similarly.
During the process, the IFRIC upheld its original proposal to the IASB as in
June 2012
However, the members of the IASB could not reach an agreement on the
correct accounting treatment for other changes in the net assets of an
associate or joint venture under the equity method and abandoned the project
to amend IAS 28 (refer to the IASB Update of May 2014). To date, the
specific treatment of such changes is not clear. The brief discussion below
generally follows the approach that share issues or a buy-back of shares by
an associate or joint venture are treated similarly to a partial sale or an
incremental purchase of an interest in the investee as proposed by the IFRIC
(see above).
In a rights issue where the investor does not take up any new shares (which
effectively may lead to a reduction in the investor’s share in the net assets of
the associate) it seems appropriate to recognise a gain or loss in profit or
loss. This approach is similar to a partial sale of an interest in an associate.
361
Chapter 14
14.8 Important
definitions
Disposal group
362
Changes resulting from the issue of additional shares by investees
Discontinued operation
A subsidiary held for sale refers to a situation where the parent is planning to
dispose of its interest in the subsidiary (i.e. selling the investment) but not
by disposing of the individual assets and liabilities of that subsidiary (for the
latter, refer to chapter 14).
Subsidiaries held for sale shall still be included in the consolidated financial
statements of the parent and are not exempt from consolidation. A parent
that is committed to a sale plan involving loss of control of a subsidiary
shall classify that subsidiary as held for sale when the criteria set out above
are met, even if the parent will retain a non-controlling interest in its former
subsidiary after the sale.
The effect of IFRS 5 is that the subsidiary held for sale is still consolidated
in the consolidated financial statements, but the assets and liabilities of the
subsidiary are classified as a disposal group that is held for sale and are
presented separately in the consolidated financial statements.
l The assets of the subsidiary will not be classified as held for sale in the
individual financial statements of the subsidiary, as it is not the subsidiary
that is planning to sell its assets; it is the parent that plans to sell its interest
in the subsidiary whereby control over the subsidiary will be lost. The
subsidiary (in its individual financial statements) will keep on accounting for
its assets and liabilities under the relevant accounting standards, ignoring
IFRS 5 (i.e. depreciate the items of property, plant and equipment and
measure deferred tax with reference to the tax consequences flowing from
using the assets).
l The parent will classify its investment in subsidiary (in the separate
financial statements of the parent) as held for sale. If the parent kept the
investment at cost, it shall now be measured in accordance with IFRS 5 at
the lower of the carrying amount of the investment and the fair value less
costs to sell. If the parent accounted for the investment in accordance with
IFRS 9, the measurement will not change as such investments are scoped out
from the measurement provisions of IFRS 5 (see IFRS 5.5(c)).
l Any adjustments to the carrying amount of the non-current asset held for
sale in the parent’s separate financial statements (impairment or fair value
adjustments) will need to be reversed upon consolidation so that the
investment is at the amount of initial recognition before the consolidation
process can begin.
363
Chapter 14
l The deferred tax balance relating to the investment in the subsidiary held
for sale should reflect the tax consequences from selling the investment in
the subsidiary.
The tax consequence for the parent would normally be the capital gain or
loss on disposing of the shares (investment) in the subsidiary at its carrying
amount.
Deferred tax should therefore be measured at the effective capital gains tax
rate (currently 80% × 28%). It should be borne in mind that the individual
assets of the subsidiary will not be sold and there is no need to change the
measurement of the deferred tax on the individual assets and liabilities in the
individual financial statements of the subsidiary itself.
l The assets and liabilities of the subsidiary would be the disposal group held
for sale and the disposal group must be measured at the lower of the
consolidated carrying amount and the fair value less costs to sell.
l The group may need to recognise an impairment loss (in profit or loss) in
measuring the disposal group at fair value less costs to sell. The impairment
loss should first be allocated against any goodwill recognised in respect of
this subsidiary and thereafter allocated to other assets measured according to
IFRS 5
(refer to IFRS 5.23 and IAS 36.104). This allocation to the various assets is
needed as IFRS 5 requires disclosure of the major classes of assets classified
as held for sale. The impairment of any goodwill may need to be allocated
between the parent and the non-controlling interests in terms of Appendix C
of IAS 36.
364
l At the reporting date the disposal group held for sale must be remeasured to
the lower of the consolidated carrying amount and the fair value less costs to
sell of the subsidiary’s shares.
365
Chapter 14
Self-assessment questions
Question 14.1
The following represents the abridged financial statements of P Ltd and its
subsidiary S Ltd at 31 December 20.19.
P Ltd
S Ltd
ASSETS
Inventory
342 000
415 000
Investment in S Ltd: 166 000 shares at cost (150 000 + 92 000) 242 000
–
Total assets
R584 000
R415 000
300 000
250 000
Retained earnings
284 000
165 000
R584 000
R415 000
P Ltd
S Ltd
Revenue
500 000
300 000
Cost of sales
(300 000)
(200 000)
Gross profit
200 000
100 000
16 000
216 000
100 000
(80 000)
(40 000)
136 000
60 000
R136 000
R60 000
366
Retained
earnings
P Ltd
S Ltd
164 000
125 000
136 000
60 000
(16 000)
(20 000)
R284 000
R165 000
Additional information
1 On 1 January 20.17 P Ltd acquired 120 000 shares in S Ltd for R150 000
when the equity of S Ltd consisted of the following:
150 000
Retained earnings 30
000
R180 000
2 On 30 June 20.19 S Ltd made a rights issue of 1 share for every 3 shares
held previously, at R2,00 per share.
Non-controlling interests
4 000
P Ltd
46 000
7 The company tax rate is 28% and CGT is calculated at 80% thereof.
Required
Prepare the consolidated financial statements of the P Ltd group for the year
ended 31 December 20.19. Notes are not required.
367
Chapter 14
Comment
This question is similar to example 14.5, but the NCI is measured at fair
value at the acquisition date. The question therefore facilitates comparison
between the methods of measuring NCI for accounting for the change in
ownership where the parent’s interest increases as a result of a rights issue.
The consolidated financial statements of P Ltd and its subsidiary S Ltd are
prepared as follows:
P LTD GROUP
AS AT 31 DECEMBER 20.19
ASSETS
Non-current assets
6 600
Current assets
757 000
Total assets
R763 600
Total equity
Share capital
300 000
Retained earnings
392 900
692 540
Non-controlling interests
71 060
R763 600
368
800 000
(500 000)
300 000
(120 000)
R180 000
168 900
11 100
R180 000
168 900
11 100
R180 000
P LTD GROUP
Non-
Share
Retained
in
con-
Total
Total
capital
earnings
owner-
trolling
equity
ship
interests
Balance at
1 January 20.19
300 000
* 240 000
–
540 000 § 55 600
595 600
Changes in equi-
ty for 20.19
Dividends
– (16
000)
(16 000)
(4 000)
(20 000)
Total
comprehensive
year:
– 168
900
168 900
11 100
180 000
Rights issue
(360)
(360)
8 360
8 000
Balance at
31 Dec 20.19
369
Chapter 14
Calculations
C1 Analysis of the owners’ equity of S Ltd
P Ltd 80%–83%
Total
NCI
At
Since
i At acquisition (1/1/20.17)
Share capital
150 000
120 000
30 000
Retained earnings
30 000
24 000
6 000
180 000
144 000
36 000
6 000
600
186 600
150 000
36 600
ii Since acquisition
Retained
earnings
95 000
76 000
19 000
• Current year:
Profit:
1/1/20.19–30/6/20.19
30 000
24 000
6 000
(20 000)
(16 000)
(4 000)
issue
291 600
84 000
57 600
Shares issued
100 000
92 000
8 000
(360)
360
391 600
65 960
Profit:
1/7/20.19–31/12/20.19
30 000
24 900
5 100
R421 600
R108 900
R71 060
Comments
80%
83%
b The exact amount paid by P Ltd and the non-controlling shareholders for
the shares taken up by them respectively is analysed in the “At” and “Non-
controlling interest”
columns. This approach then closely resembles the pro forma consolidation
journal entry (see J5) to account for the rights issue and any change in
ownership.
c The amount for the change in ownership recognised in equity can be
calculated as follows (see IFRS 10.B96) (from the perspective of the NCI):
Fair value of the consideration paid by NCI for new shares issued to them (8
000)
NCI after rights issue ((391 600 – 6 600GW) × 17%) + (600GW × 17/20))
65 960
NCI before rights issue ((291 600 – 6 600GW) × 20%+ (600GW × 20/20))
(57 600) Amount to be recognised directly in equity
R360
continued
370
Changes resulting from the issue of additional shares by investees The NCI
decreased by 3% in this example (from 20% to 17%). Thus, the NCI ceded
3% of its equity to P Ltd’s new parcel of shares. Also remember that, since
goodwill was calculated for the NCI (because NCI was measured at fair
value at the acquisition date), there is equity represented by goodwill that
was ceded to the parent in this example. Thus the calculation can also be
performed as follows: Fair value of the consideration paid by NCI for new
shares issued to them (8 000)
(8 640)
Increased equity attributable to NCI as a result of the rights issue (100 000 ×
17%)
17 000
Amount to be recognised directly in equity
R360
d The amount for the change in ownership recognised in equity can also be
calculated as follows (from the perspective of the parent):
Fair value of the consideration paid by the parent for new shares issued (92
000)
91 640
(234 000)
325 550
(R360)
The amount of R360 is the amount paid in excess of the carrying amount of
the interest acquired, being R91 640.
Note in this case that the equity represented by the goodwill amount now
forms part of the calculations. This is because the NCI is measured at its fair
value at the acquisition date and therefore goodwill is measured for all
owners. This means that the goodwill is treated as part of the assets of the
subsidiary and therefore also the equity of the subsidiary. In this case, the
inclusion of the goodwill as part of the assets of the subsidiary resulted in the
change in ownership declining from R450
(example 14.5) to R360. This is because an additional R90 equity (i.e. R600
× 3/20) was transferred to the parent (P Ltd) from the non-controlling
interests at the date of the rights issue. The amount that P Ltd therefore
“overpaid” was R90 less than example 14.5.
e The difference of R360 results from 6 000 new shares additionally taken
up by P Ltd as the issue price is higher than the net asset value of the shares
after the issue (((R385 000/200 000 shares – R2.00) × 6 000 shares) +
(600GW × 3/20)).
f When the interest of the parent increases (e.g., 80% – 83%) as a result of a
rights issue, no gain or loss on the rights issue, additional goodwill, or gain
from a bargain purchase can be recognised in terms of IFRS 10.23. Instead,
any difference between the consideration paid for the shares and the increase
in owners’ equity is attributed to changes in ownership directly in equity as
indicated above.
371
Chapter 14
36 600
186 600
(180 000)
Goodwill (parent and NCI)
R6 600
Dr
Cr
J1
150 000
30 000
6 600
36 600
150 000
J2
Retained earnings – Beginning of year (SCE)
19 000
19 000
retained earnings
J3
6 000
6 000
J4
16 000
4 000
20 000
Elimination of intragroup dividend
J5
100 000
360
Non-controlling
360
92
000
J6
5 100
5 100
372
15
Foreign operations
Introduction
.....................................................................................................
375
Important definitions
15.1 Foreign
operation
.....................................................................................
375
15.2 Functional
currency
..................................................................................
375
15.3 Presentation
currency
..............................................................................
376
15.4
Spot exchange rate ..................................................................................
377
15.5 Closing
rate
..............................................................................................
377
15.6 Monetary
item
..........................................................................................
377
15.7
377
currency
15.8
378
15.9
Example 15.1
381
Example 15.2
391
15.10
Foreign operation and reporting entity have different reporting dates .....
399
15.11
399
Example 15.3
400
15.12
Foreign operations – Associates and joint ventures ................................
403
Example
15.4
Foreign
403
15.13
405
Example 15.5
acquisition date).............................................................
407
Example 15.6
415
Self-assessment question
Question 15.1
........................................................................................................
424
373
Foreign operations
Introduction
An entity may carry on foreign activities in two ways. It may have individual
transactions in foreign currencies, or it may have foreign operations. In
addition, an entity may also decide to present its financial statements in a
foreign presentation currency.
Important definitions
15.1 Foreign
operations
IAS 21.08 defines a foreign operation as an entity that is a subsidiary,
associate, joint arrangement or branch of a reporting entity the activities of
which are based or conducted in a country or currency other than those of
the reporting entity. Many South African undertakings have branches,
subsidiaries, associates and/or joint arrangements in other countries.
It is also important to note that a foreign operation is not only an entity that
is situated in a country other than the country of the reporting entity. It is
clear from the definition that a foreign operation is either:
l an entity that conducts its activities in a country other than the country of
the reporting entity; or
l conducts its activities in a currency other than the currency of the reporting
entity.
15.2 Functional
currency
l The currency
• that mainly influences sales prices for goods and services (this will often be
the currency in which sales prices for its goods and services are denominated
(quoted) and settled); and
• of the country whose competitive forces and regulations mainly determine
the sales prices of its goods and services.
375
Chapter 15
l The currency that mainly influences labour, material and other costs of
providing goods or services (this will often be the currency in which such
costs are denominated and settled).
According to IAS 21.10, the following factors may also provide evidence of
an entity’s functional currency:
l the currency in which funds from financing activities (i.e. issuing debt and
equity instruments) are generated; or
l whether cash flows from the activities of the foreign operation directly
affect the cash flows of the reporting entity and are readily available for
remittance to it; and l whether cash flows from the activities of the foreign
operation are sufficient to service existing and normally expected debt
obligations without funds being made available by the reporting entity.
When the above indicators give a mixed result, and the functional currency
is not obvious, management uses its judgement to determine the functional
currency that most faithfully represents the economic effects of the
underlying transactions, events and conditions. Management gives priority to
the primary indicators in IAS 21.09 before considering the indicators in IAS
21.10 and IAS 21.11, which are designed to provide additional supporting
evidence to determine an entity’s functional currency.
15.3 Presentation
currency
376
Foreign operations
The spot exchange rate is the exchange rate for immediate delivery.
15.5 Closing
rate
The closing rate is the spot exchange rate at the end of the reporting period.
15.6 Monetary
item
l goodwill;
l intangible assets;
l inventory;
currency
377
Chapter 15
l All entities forming part of the reporting entity should be included in the
financial statements of the reporting entity. The financial results should be
included in the financial statements of the reporting entity in the same
presentation currency as that of the reporting entity, which could of course
be any currency/currencies.
However, if exchange rates fluctuate significantly, the use of the average rate
for a period would be inappropriate; and
These exchange differences are not recognised in profit or loss, because the
changes in exchange rates have little or no direct effect on the present and
future cash flows from operations. The exchange differences simply resulted
from translating income and expenses at the actual exchange rates and assets
and liabilities at the closing rate, as well as the fact that the opening net
assets are translated at the current closing rate that differs from the closing
rate previously used to translate the balances in the previous period.
l Income and expense items are translated at the actual rate of exchange or
the average rate that existed during the financial reporting period in which
they arose.
378
Foreign operations
When translating the financial statements of the reporting entity from its
functional currency to the presentation currency, it is important to keep the
accounting equation in mind.
ASSETS USD
$100
Share capital
20
40
30
Total equity
90
Long-term liability
10
$100
USD1,00 = ZAR
3,00
4,00
5,00
6,50
60
150
65
R650
379
Chapter 15
ZAR
60
370
Total equity should be (USD90 × ZAR6,50) 585
R215
Comment
Assets and liabilities should therefore be translated at the closing rate on the
reporting date. Share capital is translated at the spot exchange rate at the
share issue date.
Retained earnings, income and expense items accrued over time and are
therefore translated at the average exchange rates during the financial
reporting period in which they arose.
They may also have branches. It is necessary for the results and financial
position of each entity included in the reporting entity to be translated from
the functional currencies of the individual entities into the presentation
currency of the reporting entity’s financial statements.
When the results and financial position of a foreign operation are translated
from the functional currencies of the individual entities into the presentation
currency (so that the foreign operation can be included in the financial
statements of the reporting entity by consolidation or the equity method) the
applicable procedures discussed earlier in chapter 15.8 should be applied in a
similar way. In addition, the following principles should also be applied:
l Although total owners’ interest is converted at the closing rate, certain
components of owners’ interest are translated at the historical exchange rate.
380
Foreign operations
l Common items between the parent and the foreign operation (for example,
dividends received/paid) are converted at the actual exchange rate applicable
to these items on the respective dates that they arose.
l Transfers to reserves for the current period by the foreign operation are
converted at the closing rate.
Example 15.1
subsidiary
1 P Ltd is a South African company and has the South African Rand (ZAR)
as its functional currency.
2 P Ltd acquired 80% of the issued shares of S Ltd, a foreign entity with FC
as its functional currency, at the incorporation of the latter on 1 January
20.11. From this date P Ltd had control over S Ltd in accordance with IFRS
10. The reporting date of the group is 31 December.
5 Assume a tax rate of 28% and a capital gains tax inclusion rate of 80%.
381
Chapter 15
The following are the abbreviated trial balances of P Ltd and S Ltd for each
of the financial periods 20.11, 20.12 and 20.13:
P LTD
Assets
Investment in S Ltd
80 000
80 000
80 000
Inventory
120 000
147 500
182 500
R200 000
R227 500
R262 500
Equity
100 000
100 000
100 000
Retained earnings: beginning of the period
75 000
100 000
127 500
25 000
27 500
25 000
– 10
000
R200 000
R227 500
R262 500
S LTD
Assets
Trade receivables
FC120 000
FC145 000
FC165 000
Equity
100 000
100 000
100 000
20 000
45 000
20 000
25 000
30 000
Dividend paid
– (10
000)
FC120 000
FC145 000
FC165 000
Comment
FC1,00 = ZAR
1/1/20.11 1,00
1,05
31/12/20.11 1,11
1,18
31/12/20.12 1,25
1,28
31/12/20.13 1,33
382
Foreign operations
Solution 15.1
The consolidated financial statements of P Ltd and its foreign subsidiary will
be drafted as follows for each of the periods concerned:
P LTD GROUP
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT
31 DECEMBER
ASSETS
Current assets
Trade receivables
253 200
328 750
401 950
Total assets
R253 200
R328 750
R401 950
Share capital
100 000
100 000
100 000
Retained earnings
116 800
167 900
223 620
9 760
24 600
34 440
226 560
292 250
358 060
Non-controlling interests
26 640
36 250
43 890
Total equity
253 200
328 750
401 950
R253 200
R328 750
R401 950
P LTD GROUP
46 000
57 000
63 400
foreign operations
12 200
18 550
12 300
net of tax
12 200
18 550
12 300
R58 200
R75 550
R75 700
41 800
51 100
55 720
Non-controlling interests
4 200
5 900
7 680
R46 000
R57 000
R63 400
Total comprehensive income attributable to:
51 560
65 940
65 560
Non-controlling interests
6 640
9 610
10 140
R58 200
R75 550
R75 700
383
Chapter 15
Comments
20.11
20.12
20.13
4 200
5 900
7 680
2 440
3 710
2 460
R6 640
R9 610
R10 140
P LTD GROUP
Share
Retained
Total
capital
FCTR
earnings
Balance at
1 January 20.11
100 000
75 000
175 000
– 175 000
Acquisition
of subsidiary
––
––
20
000
20 000
Total comprehensive
41 800
41 800
4 200
46 000
Other comprehensive
income –
9 760
9 760
2 440
12 200
Balance at
31 December 20.11
100 000
Total comprehensive
51 100
51 100
5 900
57 000
Other comprehensive
income
14 840
14 840
3 710
18 550
Balance at
31 December 20.12
100 000
292 500
36 250
328 750
Dividends
(2 500)
(2 500)
Total comprehensive
55 720
55 720
7 680
63 400
Other comprehensive
income
–9
840
9 840
2 460
12 300
Balance at
31 December 20.13
R100 000 R34 440 3R223 620 R358 060 R43 890 R401 950
384
Foreign operations
Calculations
FC Rate R
Trade receivables
120 000
R1,11
133 200
Share capital
(100 000)
R1,00
(100 000)
(20 000)
R1,05
(21 000)
31/12/20.11 (Balancing)
(12 200)
Comments
a All assets and liabilities as well as the total ownership interest of S Ltd are
converted at the closing rate (i.e. R1,11 = F1,00) on 31 December 20.11.
Always keep in mind
the accounting equation, i.e.:
l Items of profit or loss for the current period are generally converted at the
average exchange rate for the period (e.g. R1,05 = F1,00).
c The net assets of the subsidiary increased during 20.11 by R33 200 (being
R133 200
less R100 000). R21 000 is attributable to the net profit for 20.11. The
balance of the increase, namely R12 200, arose because the Rand weakened
against the foreign monetary unit. The exchange differences on translation
are recognised in other comprehensive income. These movements in other
comprehensive income are then accumulated in equity under the heading of
foreign currency translation reserve. The foreign currency translation reserve
in essence represents a revaluation surplus originating from the revaluation
of P Ltd’s net investment in S Ltd. In this example, deferred tax has not been
provided for on the exchange differences accumulated in the foreign
currency translation reserve. Valid arguments also exist for the provision of
deferred tax on the translation gain or loss. Refer IAS 12 Income Taxes in
this regard.
385
Chapter 15
Total
NCI
At
Since
i At acquisition date
Share capital
100 000
80 000
20 000
100 000
80 000
20 000
– Parent
100 000
80 000
20 000
ii Since acquisition
• Current year:
21 000
16 800
4 200
Exchange
differences
on translation
12 200
9 760
2 440
R133 200
R16 800 RE
R26 640
R9
760 FCTR
RE = Retained earnings
FCTR = Foreign currency translation reserve
Dr
Cr
J1
100 000
80 000
20 000
J2
4 200
4 200
J3
2 440
2 440
Comment
Note that the total exchange differences on translation of R12 200 do not get
journalised into the consolidated financial statements. It is included in the
converted Rand trial
386
Foreign operations
FC Rate R
Trade receivables
145 000
R1,25
181 250
Share capital
(100 000)
R1,00
(100 000)
(20 000)
(21 000)
(12 200)
(25 000)
R1,18
(29 500)
–
(18 550)
a All assets and liabilities (i.e. total ownership interest) are converted at the
closing rate (i.e. R1,25 = FC1,00) on 31 December 20.12.
l The opening net assets for 20.12 are translated at the closing rate of
exchange on 31 December 20.12, which differs from the previous 20.11
closing rate of exchange.
c Note that the balance of the foreign currency translation reserve as at the
end of 20.11 (i.e. R12
31 December 20.12.
P Ltd 80%
Total
NCI
At
Since
i At acquisition date
Share capital
100 000
80 000
20 000
100 000
80 000
20 000
– Parent
––
100 000
80 000
20 000
ii Since acquisition
Retained earnings
21 000
16 800
4 200
12 200
9 760
2 440
• Current year:
29 500
23 600
5 900
18 550
14 840
3 710
R181 250
R40 400 RE
R36 250
387
Chapter 15
Dr
Cr
J1
100 000
80 000
20 000
J2
4 200
FCTR (SCE)
2 440
year
J3
5 900
5 900
J4
3 710
3 710
FC Rate R
Trade receivables
165 000
R1,33
219 450
Share capital
(100 000)
R1,00
(100 000)
(45 000)
(50 500)
(30 750)
(30 000)
R1,28
(38 400)
Dividend paid
10 000
12 500
(12 300)
388
Foreign operations
Comments
a All assets and liabilities (i.e. total ownership interest) are converted at the
closing rate (i.e. R1,33 = FC1,00) on 31 December 20.13.
l the opening net assets for 20.13 are translated at the closing rate of
exchange on 31 December 20.13, which differs from the previous 20.12
closing rate of exchange.
c Note that the balance of the foreign currency translation reserve at the end
of 20.12
(i.e. R30 750) has been directly taken up in the conversion trial balance at 31
December 20.13.
e The net assets of the subsidiary increased during 20.13 by R38 200 (R219
450 –
R181 250); R25 900 (R38 400 – R12 500) of which is attributable to
retained earnings for 20.13. The balance of the increase, namely R12 300,
occurred as a result of the weakening of the Rand against the foreign
currency unit.
Total
P Ltd 80%
NCI
At
Since
i At acquisition date
Share capital
100 000
80 000
20 000
100 000
80 000
20 000
– Parent
100 000
80 000
20 000
ii Since acquisition
Retained
earnings
50 500
40 400
10 100
30 750
24 600
6 150
• Current year:
38 400
30 720
7 680
Dividend
(12 500)
(10 000)
(2 500)
12 300
9 840
2 460
R219 450
R61 120 RE
R43 890
389
Chapter 15
Dr
Cr
J1
Share capital
100 000
Investment in S Ltd
80 000
20 000
J2
100
FCTR
(SCE)
(3 710 + 2 440)
6 150
16 250
year
J3
7 680
7 680
J4
2 460
2 460
10 000
2 500
12 500
financial statements
390
Foreign operations
Example 15.2
1 P Ltd is a South African company and has the South African Rand (ZAR)
as its functional currency.
FC1,00 = ZAR
1/1/20.11 2,00
Average 20.11
2,10
31/12/20.11 2,20
Average 20.12
2,40
31/12/20.12 2,50
Comments
391
Chapter 15
Solution 15.2
(FC)
(R)
Rate
100%
100%
At
Since
NCI
i At
acquisition
Share capital
1 000
R2,00
2 000
1 500
500
Retained earnings
2 000
R2,00
4 000
3 000
1 000
Fair
value
remeasure-
ment (land)
500
R2,00
1 000
750
250
3 500
R2,00
7 000
5 250
1 750
Equity represented
by goodwill – Parent
375
R2,00
750
750
3 875
7 750
6 000
1 750
ii Since acquisition
• To beginning of current
year:
Retained earnings
300
R2,10
630
472
158
increase 20.11
(average)
FCTR
(excluding goodwill)
730
548 182
175
75
4 175
R2,20
9 185
1 095
2 090
• Current
year:
Retained earnings
400
R2,40
960
720
240
increase 20.12
(average)
Exchange differences
on translation
(excluding goodwill)
1 180
885
295
Exchange differences
on translation
(goodwill only)
2113
113 –
4 575
R2 813
R2 625
392
Foreign operations
Comments
Step 2: Calculate the goodwill in the presentation currency and convert back
to the foreign currency as IAS 21 states goodwill is treated as an asset of the
foreign operation.
Step 3: Translate the profit for the 20.11 financial year to the presentation
currency.
Step 4: Remeasure goodwill to the closing rate at the end of the 20.11
financial year (see below).
Step 5: Translate the year end total foreign currency owners’ equity of FC4
175 to the presentation currency using the closing rate.
Step 6: The exchange differences on translation for the 20.11 financial year
will be the balancing amount in the presentation currency column (R9 185 –
R75 – R630 –
R7 750).
The same principle will apply when calculating the exchange differences on
translation of R1 180 for the 20.12 financial year.
FC
Rate
At acquisition date
FC375
R2,00
750
FCTR 20.11
175
31/12/20.11
FC375
R2,20
825
2113
31/12/20.12
FC375
R2,50
R938
1 750
7 750
(7 000)
R750
393
Chapter 15
FC Rate R
Share capital
(1 000)
R2
(2 000)
Land remeasurement
(500)
R2
(1 000)
Retained earnings:
At acquisition
(2 000)
R2
(4 000)
Profit
for
20.11
(300)
R2,10
(630)
Profit
for
20.12
(400)
R2,40
(960)
Net assets
14 200
R2,50
10 500
1(1 910)
(1) Balancing
Comments
The foreign currency translation reserve of R1 910 agrees to the year end
balance of the reserve and includes the opening balance of R730 as well as
the current year
movement of R1 180.
Dr
Cr
R
R
J1
Land (SFP)
1 000
1 000
J2
2 000
4 000
1 000
Goodwill
(SFP)
750
1 750
J3
158
158
current year
J4 FCTR
(SCE)
182
182
continued
394
Foreign operations
Dr
Cr
J5
240
240
J6
295
295
year’s FCTR
J7 Goodwill
(SFP)
(R938 – R750) 188
FCTR
(SCE)
75
113
J8 Land
(SFP)
250
FCTR
(SCE)
150
(P/L)
(FC30 × R2,40)
72
72
Inventory (SFP)
(comment (c))
395
Chapter 15
Comments
movement of R250 and this is already taken into account in the non-
controlling
year end. As the unrealised profit is only eliminated at year end and not
throughout the year, the closing rate (R2,50) will be used to translate the
journal to the functional currency. There are, however, different schools of
thought on this principle. It can
also be argued that the elimination of any intragroup transactions will follow
the same translation principle, as discussed in chapter 15.8 above: l assets
and liabilities shall be translated at the closing rate at the date of the
statement of financial position;
396
Foreign operations
Assuming that P
acquisition date and that the fair value of the non-controlling interest is R1
800 at that date, the analysis of owners’ equity of S Ltd and pro forma
consolidation journal entries would be as follows:
(FC)
(R)
Rate
100%
100%
At
Since
NCI
I At acquisition
Share capital
1 000
R2,00
2 000
1 500
500
Retained earnings
2 000
R2,00
4 000
3 000
1 000
(land)
500
R2,00 1
000
750
250
3 500
R2,00
7 000
5 250
1 750
400
R2,00
800
750
50
3 900
7 800
6 000
1 800
ii Since acquisition
Retained
earnings
movement
R2,10
630
472
158
730
548
182
80
60
20
4 200
R2,20
9 240
1 080
2 160
• Current year:
Retained
earnings
movement
400
R2,40
960
720
240
20.12
(average)
Exchange
differences
on translation
(excluding goodwill)
1 180
885
295
Exchange
differences
on translation
(goodwill only)
120
90
30
FC4 600
R2 775
R2 725
Comment
FC
Rate
At acquisition date
FC400
R2,00
800
FCTR 20.11
80
31/12/20.11
FC400
R2,20
880
120
31/12/20.12
FC400
R2,50
R1 000
397
Chapter 15
1 800
7 800
(7 000)
Dr
Cr
J1 Land (SFP)
1 000
1 000
2 000
4 000
1 000
Goodwill
(SFP)
800
Non-controlling interests (SFP/SCE)
1 800
6 000
158
158
current year
J4 FCTR
(SCE)
202
202
240
325
325
J7 Goodwill
(SFP)
FCTR
(SCE)
80
120
continued
398
Foreign operations
Dr
Cr
J8
Land (SFP)
250
FCTR
(SCE)
100
150
72
72
Inventory (SFP)
Comment
The non-controlling interest does share in the FCTR on goodwill and this is
already taken into account in the non-controlling interest amounts of R202
(R182 + R20) and
dates
The same approach is used in applying the equity method to associates and
joint
399
Chapter 15
Example 15.3
operation
1 P Ltd is a South African company and has the South African Rand (ZAR)
as its functional currency.
000. The loan bears interest at a market-related interest rate of 10% per
annum, payable annually. The repayment of the loan is, however, not
expected in the foreseeable future. P Ltd regarded the loan as part of its net
investment in S Ltd.
4 According to P Ltd’s accounting policy, only the capital amount of the loan
amount is included as part of the net investment in a foreign operation.
FC1,00 = ZAR
At acquistion
2,00
2,50
Year end
3,00
Cr
R
Initial recognition
000
Bank (SFP)
2 000
Year end
J1 Bank
250
50
000
1 000
Restatement of foreign loan to the spot exchange rate
400
Foreign operations
Cr
FC
FC
Initial recognition
J1
Bank (SFP)
1 000
1 000
Year end
J1
Bank
(SFP)
100
Recognition of interest paid on loan from parent
FC Rate R
Interest paid
100
R2,50
250
(1 000)
R3,00
(3 000)
Equity (Balancing)
900
R3,00
2 700
50
–
–
Cr
1 000
1 000
250
Interest
paid (P/L)
250
3 000
Assume the same information as stated above, except that the loan granted
was denominated in the functional currency of the parent. The loan to S
Ltd amounted to R2 000.
401
Chapter 15
Cr
Initial recognition
J1
2 000
Bank (SFP)
2 000
Year end
J1 Bank
200
Cr
FC
FC
Initial recognition
J1 Bank
(SFP)
(2 000/2,00) 1
000
1 000
rate
Year end
J1
Bank
(SFP)
67
13
J2
333
333
rate
FC Rate R
Interest expense
80
R2,50
200
R2,50
(33)
(333)
R2,50
(832)
R3,00
(2
000)
Equity (Balancing)
933
R3,00
2 799
(134)
–
–
402
Foreign operations
Cr
J1
832
832
J2
200
200
2 000
2 000
Comments
In the example above, P Ltd’s accounting policy is to include only the capital
amount of the loan (not the interest component) amount as part of the net
investment in a foreign operation. There are, however, different schools of
thought on this principle. It can also be argued that the interest is considered
part of the net investment in a foreign operation. If this is the case, the
exchange differences on translation of the interest to the presentation
currency will also be reclassified to other comprehensive income in
accordance with IAS 21.32 upon consolidation. It would be sensible to
disclose what is included (capital and/or interest) in the net investment in a
foreign operation in the accounting policy of the group.
Example 15.4
Foreign operation – Associate
1 P Ltd is a South African company and has the South African Rand (ZAR)
as its functional currency.
4 For the year ended 31 December 20.15, A Ltd made a net profit of FC1
500 and a dividend of FC800 was declared and paid on 30 November 20.15.
403
Chapter 15
FC1,00 = ZAR
1 January 20.15
2,00
30 November 20.15
2,80
2,50
31 December 20.15
3,00
Cr
1 January 20.15
000
Bank (SFP)
6 000
30 November 20.15
J2 Bank
(SFP)
672
Comments
The dividend received and paid will be translated at spot exchange rate on
the date of payment.
Cr
31 December 20.15
125
1 125
672
672
3 177
3 177
Remeasure the investment in associate to closing rate
404
Foreign operations
(FC)
(FC)
Rate
100%
30%
At
Since
i At acquisition
8 000
2 400
R2,00
4 800
Investment in A Ltd
(3 000)
R2,00
(6 000)
Goodwill
(600) R2,00
(1
200)
ii Since acquisition
Current
year:
1 500
450
R2,50
125
(average)
Dividends
(800)
(240)
R2,80
(672)
700
210
453
(OCI)
23 177
1F3 210
R3,00
R9 630
Comments
Chapter 15
• the entity loses joint control over a jointly controlled entity that includes a
foreign operation.
406
Foreign operations
Example 15.5
P Ltd and
sub-
sidiaries
A Ltd
(consoli-
dated)
FC
ASSETS
500 000
7 000
50 000
Inventory
200 000
12 750
Total assets
R750 000
FC19 750
EQUITY AND LIABILITIES
400 000
10 000
Retained earnings
250 000
9 750
Non-controlling interests
100 000
R750 000
FC19 750
P Ltd and
subsidiaries
A Ltd
(consoli-
dated)
R FC
Revenue
500 000
30 000
Cost of sales
(210 000)
(20 000)
Gross profit
290 000
10 000
36 000
10 000
336 000
10 000
(5 250)
190 000
4 750
R190 000
FC4 750
150 000
4 750
Non-controlling interests
40 000
R190 000
FC4 750
407
Chapter 15
Retained
earnings
P Ltd and
sub-
sidiaries
A Ltd
(consoli-
dated)
FC
150 000
7 500
4 750
(50 000)
(2 500)
R250 000
FC9 750
1 P Ltd is a South African company and has the South African Rand (ZAR)
as its functional currency. P Ltd purchased 8 000 shares in A Ltd, a foreign
subsidiary with FC as its functional currency, on 1 January 20.13 for R100
000. The analysis of owners’ equity of A Ltd, calculated correctly up to 31
December 20.16, is as follows: Analysis of owners’ equity of A Ltd
(FC)
(R)
Rate
100%
100%
At
Since
NCI
i At
acquisition
Share capital
10 000
R8,00 80 000
64 000
16 000
Retained earnings
2 500
R8,00 20 000
16 000
4 000
12 500
80 000
20 000
3 250
R8,00 26 000
20 000
6 000
15 750
26 000
ii Since acquisition
• Current year:
Retained earnings
33 800
8 450
15 250
12 200
3 050
3 250
2 600
650
31 December 20.16
20 750
48 600 38 150
2 On 31 March 20.17, P Ltd disposed of 4 000 shares in A Ltd for R86 000.
P Ltd exercised significant influence over the financial and operating policy
decisions of A Ltd from that date. The fair value of the remaining investment
by P Ltd in A Ltd was R80 000 at the date of disposal of the interest.
4P
statements.
408
Foreign operations
6 The disposal of the interest in the subsidiary did not comply with the
criteria of IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations until the date of disposal thereof and A Ltd does not represent a
separate major line of business or geographical area of the group.
FC1,00 = ZAR
31/12/20.16
9,00
Average 1/1/20.17–31/3/20.17
9,20
31/3/20.17
9,50
Average 1/4/20.17–31/12/20.17
9,80
31/12/20.17 10,00
Solution 15.5
AS AT 31 DECEMBER 20.17
ASSETS
Non-current assets
Property, plant and equipment (P and other subsidiaries)
500 000
588 460
Current assets
000
Total assets
R788 460
Share capital
400 000
965
4 495
688 460
Total equity
788 460
460
409
Chapter 15
P LTD GROUP
569 000
(256 000)
313 000
Other income
350 421
070)
192 351
10 731
(23 385)
4 495
R184 192
150 165
R192 351
139 860
44 332
R184 192
410
Foreign operations
P LTD GROUP
Share
Retained
Total
capital
earnings
equity
Balance at
1 Jan 20.17
598 600
398 150
696 750
Changes in equity
for 20.17
Dividends
(50 000)
– (50
000)
– (50
000)
Total comprehen-
the year:
–
150 165
150 165
42 186
192 351
Other comprehen-
sive income
– 4(10 305)
(10 305)
52 146
(8 159)
Derecognition of
non-controlling
interests
(42 482)
(42 482)
Balance at
31 Dec 20.17
R788 460
(6) The cumulative amount of the exchange differences has been reclassified
from equity to profit or loss as a reclassification adjustment, on a net basis,
in terms of IAS 21.48 and IAS 21.48B. The balance of R4 495 remaining in
the FCTR arises subsequent to the loss of control in the period in which A
Ltd is an associate. The originating entry for this is the share of other
comprehensive income of the associate presented in the statement of profit
or loss and other comprehensive income.
411
Chapter 15
Calculations
(FC)
(R)
Rate
100%
100%
At
Since
NCI
i At acquisition
Share capital
10 000
R8,00
80 000
64 000
16 000
Retained earnings
2 500
R8,00
20 000
16 000
4 000
12 500
R8,00
100 000
80 000
20 000
Equity represented by
NCI 3
250
R8,00
26 000
20 000
6 000
15 750
ii Since acquisition
• To beginning of current
year:
Retained earnings
5 000
42 250
33 800
8 450
FCTR
(excluding goodwill)
15 250
12 200
3 050
3 250
2 600
650
31 December 20.16
20 750
R9,00
186 750
48 600
38 150
• Current year:
11 188 R9,20
10 930
8 744
2 186
Exchange differences
on translation
(excluding goodwill)
9 106
7 285
1 821
Exchange differences
on translation
(goodwill only)
1 625
1 300
325
31 March 20.17
21 938
R9,50
208 411
65 929
42 482
subsidiary
412
Foreign operations
(FC)
(FC)
Rate
100%
40%
At
Since
i At
acquisition
value
8 421
R9,50
80 000
ii Since acquisition
• Current year:
425
R9,80
13
965
Dividend
(2 500) (1
000)
R10,00
(10
000)
965
24 495
31 December 20.17
R88
460
a If a parent loses control, as is the case with A Ltd here, the gain or loss on
disposal of interest would be calculated as follows using IFRS 10.B98:
Derecognise assets (incl. goodwill) and liabilities on date control is lost (208
411)
42 482
86 000
80 000
R71
86 000
(72 964)
13 036
Goodwill realised (only for the parent company) (20 000 × 40/80) (10 000)
3 036
Remeasurement gain (80 000 versus (72 965 + 10 000))
(2 965)
R71
413
Chapter 15
26 000
126 000
(100 000)
R26 000
C4 Pro forma consolidation journal entries
Dr
Cr
J1
30 000
000
000
2 186
070
146
69
000
33 800
14 800
71
10 731
J2
385
23 385
J3
in equity)
38 150
interest in profit)
2 186
2146
J4
8 460
10 000
13 965
4 495
414
Foreign operations
Comments
a The gain on disposal in the separate accounting records of P Ltd could also
be calculated as 86 000 – (100 000 × 4 000/8 000) = 36 000 profit.
c All entries in J3 are made against the same ledger account with no net
effect. Thus, it may be argued that J3 is not needed. J3 only assists in
preparing the various line items for the non-controlling interests in the
consolidated statement of changes in equity.
Example 15.6
acquisition date)
P Ltd and
sub-
sidiaries
A Ltd
(consoli-
dated)
FC
ASSETS
500 000
7 000
60 000
Inventory
167 000
15 250
Total assets
R727 000
FC22 250
EQUITY AND LIABILITIES
400 000
10 000
Retained earnings
227 000
12 250
Non-controlling interests
100 000
R727 000
FC22 250
415
Chapter 15
P Ltd and
subsidiaries
A Ltd
(consoli-
dated)
FC
Revenue
500 000
30 000
Cost of sales
(210 000)
(20 000)
Gross profit
290 000
10 000
23 000
313 000
10 000
(5 250)
167 000
4 750
R167 000
FC4 750
127 000
4 750
Non-controlling interests
40 000
R167 000
FC4 750
EXTRACT FROM STATEMENT OF CHANGES IN EQUITY
Retained
earnings
P Ltd and
subsidiaries
A Ltd
(consoli-
dated)
FC
150 000
7 500
127 000
4 750
R227 000
FC12 250
1 P Ltd is a South African company and has the South African Rand (ZAR)
as its functional currency. P Ltd purchased 8 000 shares in A Ltd, a foreign
entity with FC
as its functional currency, for R80 000. From this date, P Ltd had control
over A Ltd in accordance with IFRS 10. The analysis of owners’ equity of A
Ltd, calculated correctly up to 31 December 20.16, is as follows:
416
Foreign operations
(FC)
Rate (R)
100%
100%
At
Since
NCI
i At acquisition
Share capital
10 000
R8,00
80 000
64 000
16 000
Retained earnings
2 500
R8,00
20 000
16 000
4 000
12 500
R8,00
100 000
80 000
20 000
Equity represented by
goodwill – Parent
–
Consideration
and NCI
12 500
100 000
80 000
20 000
i Since acquisition
• Current year:
Retained earnings
5 000 (average)
42 250
33 800
8 450
FCTR
15 250
12 200
3 050
31 December 20.16
FC17 500
2 On 31 March 20.17, P Ltd disposed of 2 000 shares in A Ltd for R43 000.
4 P Ltd accounted for the investment in A Ltd at cost in its separate financial
statements.
6 The disposal of the interest in the subsidiary did not comply with the
criteria of IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations.
FC1,00 = ZAR
31/12/20.16 9,00
Average 1/1/20.17–31/3/20.17
9,20
31/3/20.17 9,50
Average 1/4/20.17–31/12/20.17
9,80
31/12/20.17 10,00
417
Chapter 15
Solution 15.6
The consolidated financial statements for the year ended 31 December 20.17
are prepared as follows:
P LTD GROUP
AS AT 31 DECEMBER 20.17
ASSETS
Non-current assets
000
Current assets
Total assets
R889 500
Share capital
400 000
Retained earnings
267 489
012
700 501
Non-controlling interests
188 999
Total equity
889 500
R889 500
418
Foreign operations
P LTD GROUP
789 500
(403 000)
386 500
386 500
662)
R189 838
19 162
R209 000
133 689
R189 838
147 008
R209 000
419
Chapter 15
P LTD GROUP
Re-
Share
Total
in owner-
tained
capital
equity
ship
earnings
Balance at
1 Jan 20.17
400 000
596 000
Changes in
equity for
20.17
Dividends
(50 000)
(50 000)
(50 000)
Total
compre-
hensive
income for
the year:
year –
133 689
133 689
56 149
189 838
Other
compre-
hensive
income –
– 413 319
13 319
35 843
19 162
Disposal of
interest (J5)
12 364
12 364
30 636
43 000
Transfer of
FCTR (J5)
(4 871)
(4 871)
4 871
Balance at
31 Dec
20.17
R400 000 R12 364 R267 489 R20 648 R700 501 R188 999 R889 500
420
Foreign operations
Calculations
(FC)
(R)
Rate
100%
100%
At
Since
NCI
i At acquisition
Share capital
10 000
R8,00
80 000
64 000
16 000
Retained earnings
2 500
R8,00
20 000
16 000
4 000
12 500
R8,00
100 000
80 000
20 000
Equity represented by
goodwill – Parent
12 500
100 000
80 000
20 000
ii Since acquisition
• To beginning of current
year:
Retained earnings
5 000
42 250
33 800
8 450
FCTR
15 250
12 200
3 050
31 December 20.16
17 500
R9,00
157 500
46 000
31 500
• Current year:
Profit: first three months
11 188 R9,20
10 930
8 744
2 186
Exchange differences
on translation
9 106
7 285
1 821
31 March 20.17
18 688
R9,50
177 536
62 029
35 507
35 507
46 522
71 014
Profit:
33 562 R9,80
34 908
20 945
13 963
Exchange differences
on translation
10 056
6 034
4 022
31 December 20.174
R222 500
421
Chapter 15
Comments
follows (see IFRS 10.B96) (from the perspective of the NCI): Fair value of
the consideration paid by NCI
43 000
(35 507)
71 014
(35 507)
7 493
Add: FCTR already treated as equity
4 871
R12 364
b The amount for the change in ownership recognised in equity can also be
calculated
as follows (from the change in the parent’s interest): Fair value of the
consideration received by the parent
43 000
(35 507)
(20 000)
Retained earnings
(10 636)
FCTR
(4 871)
7 493
4 871
Amount to be recognised directly in equity/Capital gain on disposal of
interest (in group context)
R12 364
43 000
(35 507)
7 493
4 871
R12 364
20 000
100 000
(100 000)
Goodwill (parent)
422
Foreign operations
Cr
J1
80 000
20 000
Goodwill
(SFP)
80 000
20 000
Main elimination journal entry at acquisition
J2
8 450
FCTR (SCE)
3 050
11 500
J3
2 186
2 186
J4
1 821
Non-controlling interests (SFP/SCE)
1 821
J5
20 000
23 000
FCTR (SCE)
4 871
12 364
35 507
J6
13 963
Non-controlling interests (SFP/SCE)
13 963
J7
4 022
4 022
423
Chapter 15
Comment
TOTAL
FC
(R9,20)
(R9,80)
R
Revenue
30 000
69 000
220 500
289 500
Cost of sales
(20 000)
(46 000)
(147 000)
(193 000)
Gross profit
10 000
23 000
73 500
96 500
(5 250)
(12 070)
(38 592)
(50 662)
FC4 750
R10 930
R34 908
R45 838
Self-assessment question
Question 15.1
Eastern Ltd is a South African company and has the South African Rand
(ZAR) as its functional currency. You have commenced with the final audit
of Eastern Ltd for the financial reporting period ended 30 June 20.18.
A few weeks into the engagement, a few unresolved accounting issues have
arisen.
These issues need to be dealt with by you and have been summarised below.
Eastern Ltd acquired its 80% controlling interest in Travel Ltd, a foreign
entity, on 1 July 20.17 for LSL3 million when the equity of Travel Ltd
consisted of the following: LSL
100 000
Retained earnings
1 254 687
Revaluation surplus
1 228 125
Equity
2 582 812
The functional currency of Travel Ltd is the Lesotho Loti (LSL). The fair
value of Travel Ltd ordinary shares at the acquisition date amounted to
LSL36,00 per share.
All the assets and liabilities of Travel Ltd were deemed to be fairly valued at
the acquisition date, except for a factory building. No additional assets,
liabilities or contingent liabilities were identified at the acquisition date.
424
Foreign operations
LSL’000
3 200
Eastern Ltd disposed of a 20% interest in Travel Ltd on 30 June 20.18 for
R250 000
cash. Eastern Ltd therefore now holds a 60% interest in Travel Ltd after the
date of disposal and retains control over the board of directors of Travel Ltd.
The accountant was unsure how to account for the disposal in the separate
financial statements and therefore recorded the proceeds in a suspense
account.
Additional information
l The South African tax rate of companies is 28% and the capital gains tax
inclusion rate is 80%.
LSL1,00
ZAR
1 July 20.17
0,50
30 June 20.18
0,70
0,60
l The Eastern Ltd Group measures factory buildings according to the cost
model in terms of IAS 16 Property, Plant and Equipment.
Required
Provide the pro forma journal entries that should be processed in respect of
Travel Ltd in the consolidated annual financial statements of Eastern Ltd for
the financial reporting period ended 30 June 20.18.
425
Chapter 15
APPENDIX
OF GROUP COMPANIES
Eastern
Travel
Ltd
Ltd
R’000 LSL’000
ASSETS
Non-current assets
2 085
4 000
8 500
1 500
Current assets
Inventory
– 300
Trade receivables
5 800
280
2 800
435
Total assets
20 685
5 015
8 000
100
Revaluation surplus
– 445
Mark-to-market reserve
2 000
Retained earnings
5 000
1 778
Total equity
15 000
2 323
Non-current liabilities
Long-term borrowings
4 000
2 155
Deferred tax
350
120
4 350
2 275
Current liabilities
985
280
250
137
1 335
417
Total liabilities
5 685
2 692
20 685
5 015
426
Foreign operations
Eastern
Travel
Ltd
Ltd
R’000 LSL’000
Revenue
100
2 000
Cost of sales
(20)
(500)
Gross profit
80
1 500
Other income
2 000
300
Other expenses
(500)
(500)
(700)
(50)
880
1 250
(180)
(600)
700
650
net of tax:
300
(660)
1 000
(10)
Travel
Ltd
Ltd
R’000 LSL’000
Retained earnings
5 800
1 255
700
650
123
(1 500)
(250)
1 778
427
Chapter 15
Dr
Cr
J1
000
Deferred
tax
(SFP)
100
000
J2
000
344
614 063
300 000
Goodwill (SFP)
268 593
1 500 000
360 000
J3 Depreciation
(P/L)
56 000
56 000
J4 Deferred
tax
(SFP)
14 000
14 000
J5
616 000
Loss on property revaluation (OCI)
616 000
J6
154 000
Deferred
tax
(SFP)
154 000
end
J7
100
86 100
continued
428
Foreign operations
Dr
Cr
J8 Goodwill
(SFP)
437
160 000
Deferred
tax
(SFP)
40 000
70 800
160 600
231 400
140 000
35 000
000
250 000
160 600
160 800
571 400
429
Chapter 15
Comments
250 000
(571 400)
(556 400)
(321 400)
160 600
(R160 800)
250 000
(571 400)
(375 000)
Retained earnings
(35 800)
FCTR
(160 600)
(321 400)
160 600
(R160 800)
430
Foreign operations
Calculations
Total
ECT (80%–60%)
NCI
Total
LSL
Rate
ZAR
(20%–40%)
At
Since
i At acquisition
(1/7/20.17)
Share capital
100 000
0,50
50 000
40 000
10 000
Retained earnings
1 254 687
0,50
627 344
501 875
125 469
0,50
614 063
491 250
122 813
Remeasurement
of
factory building
800 000
0,50
400 000
320 000
80 000
Deferred
tax
(200 000)
0,50
(100 000)
(80 000)
(20 000)
3 182 812
318 282
Equity
represented
by goodwill –
537 188
0,50
268 593
226 875
41 718
Consideration
20% × 36 × 0,5)
3 720 000
360 000
ii Since acquisition
• Current year:
Profit
(650 000 –
590 000
0,60
354 000
283 200
70 800
Dividend
paid
(30/06/20.18)
(250 000)
0,70
(175 000)
(140 000)
(35 000)
Exchange
differences on
translation
802 999
642 399
160 600
Equity/NAV
(30/06/20.18)
4 059 998
785 599
556 400
30/06/20.18
Disposal of interest
571 400
(1) 800 000 / 10 years remaining useful life = 80 000 depreciation (2) 200
000 / 10 years remaining useful life = 20 000 deferred tax (3) 1 500 000 ×
20/80 = 375 000
35 800 RE
196 400
431
Chapter 15
C2 Goodwill remeasurement
LSL Rate
At acquisition date
537 186
R0,50
268 593
107 437
30/06/20.18
537 186
R0,70
376 030
LSL Rate
At acquisition date
800 000
R0,50
400 0000
160 000
30/06/20.18
800 000
R0,70
560 0000
LSL Rate
At acquisition date
(200 000)
R0,50
(100 000)
(40 000)
30/06/20.18
(200 000)
R0,70
(140 0000)
432
16
Introduction
16.1 Background
..............................................................................................
436
Example
16.1:
Consolidated
statement
437
16.2
442
Example
16.2:
Investment in associate ....................................................
443
16.3
444
Example 16.3:
444
16.4
446
Example 16.4:
449
16.5
457
16.6
457
Example 16.5:
459
16.7
469
16.8
469
Sundry aspects
16.9 Foreign
operations
...................................................................................
469
16.10
Discontinued operations ..........................................................................
470
16.11 Intragroup
loans
.......................................................................................
470
Example 16.6:
471
Self-assessment question
Question 16.1
........................................................................................................
479
433
Definitions
Accounting
treatment
Cash
Operating
activities
Cash equivalents
Use:
l Direct method
changes in value.
Operating activities
l Indirect
method
financing activities.
Profit or loss adjusted for non-cash items,
Investing activities
equivalents.
Financing activities
Operating activities
Financing activities
Examples:
Examples:
instruments;
revenue;
long-term borrowings;
policy benefits;
l Income taxes;
l Receipts and payments from contracts held for
Investing activities
equivalents.
Examples:
assets;
l Acquisition or sale of financial assets that are not held for trading;
435
Chapter 16
Introduction
16.1 Background
1 The
2 The
Comment
format) of the company’s primary record of first entry, namely the cashbook.
436
Example 16.1
P LTD GROUP
20.17
20.16
ASSETS
Non-current assets
122 389
102 000
Cost price
196 684
157 824
Accumulated depreciation
(71 449)
(54 100)
Goodwill
3 200
3 200
Investment in associate
12 973
7 505
4 738
4 679
268 535
221 108
Current assets
Inventory
46 655
32 625
Receivables
68 387
60 345
2 833
3 011
117 875
95 981
Total assets
R386 410
R317 089
Share capital
15 650
15 650
Retained earnings
86 971
76 708
99 149
78 760
201 770
171 118
Non-controlling interests
8 008
7 082
Total equity
209 778
178 200
Non-current liabilities
Deferred tax
40 351
34 639
Interest-bearing loans
49 308
34 423
89 659
69 062
Current liabilities
Payables
45 270
36 033
Tax due
2 388
2 712
6 291
6 291
Short-term loans
33 024
24 791
86 973
69 827
Total liabilities
176 632
138 889
R386 410
R317 089
437
Chapter 16
P LTD GROUP
Revenue
140 421
Cost of sales
(62 502)
Gross profit
77 919
989
Other expenses
(39 023)
Finance costs
(9 920)
36 710
(13 616)
23 094
Revaluation surplus
20 389
Other comprehensive income for the year, net of tax
20 389
R43 483
21 946
Non-controlling interests
1 148
R23 094
42 335
Non-controlling interests
1 148
R43 483
P LTD GROUP
Non-
Revalua-
Share
Retained
control-
Total
tion
capital
earnings
Total
ling
equity
reserve
interests
Balance at
1 January 20.17
15 650
78 760
76 708
171 118
7 082
178 200
Changes in equity
for 20.17
Dividends declared
(11 683)
(11 683)
(222)
(11 905)
Total comprehensive
21 946
21 946
1 148
23 094
Other comprehensive
income
– 20
389
– 20 389
20 389
Balance at
31 December 20.17
438
Additional information
R18 640
R280
5 Ignore the deferred tax implications of the revaluation of the land of the
parent.
Solution 16.1
P LTD GROUP
132 379
(87 958)
44 421
5 604
Interest paid
(9 920)
(8 228)
(11 905)
R19 972
(28 860)
(59)
(12 000)
338)
989
(R43
268)
7 888
15 230
R23 118
(178)
3 011
R2 833
439
Chapter 16
Calculations
Receivables Dr
Cr
Balance at beginning of year 60
345
Revenue 140
421
132
379
68 387
R200 766
R200 766
or
Revenue
140 421
Increase in receivables
(8 042)
R132 379
Dr
Cr
Revenue
140
421
Depreciation 18
640
Interest paid
9 920
Interest received
2 264
725
2 615
2 130
280
165
Profit before tax
36 710
R148 435
R148 435
or
Cost of sales
62 502
Depreciation (18
640)
280
Expenses
R83 165
Expenses (83
165)
Increase in inventory
(14 030)
Increase in payables 9
237
(R87 958)
Long-term loans
Dr
Cr
124
7 888
012
R57 012
R57 012
440
Comment
Short-term loans
Dr
Cr
10 090
15 230
25 320
R25 320
R25 320
Dr
Cr
102 000
20 389
Balance at end of year
122 389
R122 389
R122 389
Dr
Cr
157 824
2 000
Purchases – expansion
12 000
28 860
196 684
R198 684
R198 684
Plant and equipment: Accumulated depreciation
Dr
Cr
54 100
Sold
1 291
Depreciation
18 640
71 449
R72 740
R72 740
C7 Taxation
Taxation payable
Dr
Cr
2 712
8 228
2 388
R10 616
R10 616
441
Chapter 16
Deferred tax
Dr
Cr
34 639
5 712
R40 351
R40 351
C8 Dividends paid
Dr
Cr
6 291
Dividends declared
11 905
11 905
6 291
R18 196
R18 196
Comment
ntures
442
Example 16.2
Investment in associate
20.17
20.16
38 850
18 000
Loan to associate
18 000
20.17
20.16
22 650
–
The only cash flows in respect of the investment in A Ltd will be the
dividends received.
Investment in associate
RR
Opening balance
1 800
38 850
40 650
40 650
Loan to associate
RR
Opening balance
– Repayments (given)
17 000
Loan advanced
18 000
35 000
35 000
31 DECEMBER 20.17
Dividends received
1 800
17 000
Advances to associate
(35 000)
443
Chapter 16
Acquisitions
Disposals
Example 16.3
P Ltd acquired a 30% interest in A Ltd on 1 January 20.17 for R120 000. On
1 July 20.17 P Ltd acquired an additional 5% interest in A Ltd for R25 500,
when the net asset value of A Ltd was R570 000 (fairly valued). Extracts
from the consolidated financial statements of P Ltd reflect the following at
31 December 20.17: STATEMENT OF FINANCIAL POSITION
20.17
180 000
STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
20.17
45 000
The cash flows in respect of the investment in A Ltd will be the dividends
received and amounts paid for the acquisition of the associate and additional
interest acquired.
444
Investment in associate
RR
Acquisition of associate
13 500
180 000
3 000
193 500
193 500
(XXX)
Dividends received
13 500
(145
500)
Assume that P Ltd sold the total investment on 31 December 20.17 for
R195 000.
R
Cash flows from operating activities
(XXX)
Dividends received
13 500
Disposal of associate
195 000
Significant influence was lost and the retained investment was classified as
at fair value through other comprehensive income. The fair value adjustment
(loss) on the retained investment amounted to R2 000.
445
Chapter 16
13 500
85 000
l the amount of the other assets and liabilities in the subsidiary over which
control is obtained or lost, summarised by each major category (IAS 7.40).
owner approach, rather than the entity approach, which forms the basis for
the preparation of the consolidated annual financial statements. The
inclusion of the net cash cost price of shares purchased/net cash proceeds
from shares sold in the statement of cash flows implies that the following
items were calculated at the date of the transaction (acquisition date/disposal
date), and that they are thus excluded from the consolidated statement of
cash flows:
l the carrying amount of the investment in the associate at the date of the
transaction (in the case where an associate becomes a subsidiary, or a
subsidiary becomes an associate).
446
(1 200 000)
Cost price
(800 000)
Accumulated depreciation
300 000
Mortgage bond
500 000
Inventory (350
000)
Receivables (550
000)
Payables 180
000
Bank (30
000)
(1 950 000)
Non-controlling interests
390 000
Goodwill (40
000)
R1 600 000
“investing activities”:
Net cash cost price of shares in subsidiary (1 600 000 – 30 000) R1 570 000
It should be borne in mind that the collection of R1 570 000 implies that a
portion of the movement which occurred in the relevant statement of
financial position items (between the two “statement of financial position”
dates) has been included in the statement of cash flows. The portions of the
movements that have been entered into the statement of cash flows (as a
result of the inclusion of the net cash cost price) are represented by the
amounts on the transaction date, as indicated in the above summary. In
addition, when analysing the movements that occurred in the statement of
financial position items, cognisance should be taken of assets and liabilities
(on the transaction date) purchased from and sold to subsidiaries. The outline
of the analysis of the movement in the statement of financial position items
under land and buildings would have to be expanded as follows: 447
Chapter 16
Dr
Cr
XX
Revaluation (the full revaluation movement for the current year, not only the
parent’s portion)
XX
Mortgage bond
XX
of cash flows
Interest charge (interest capitalised)
XX
XX
XX
XX
XX
RXXX
RXXX
448
Example 16.4
Acquisition and disposal of a subsidiary
P LTD GROUP
AS AT 31 DECEMBER 20.17
20.17
20.16
ASSETS
Non-current assets
955 000
650 000
Cost price
2 610 000
1 850 000
Accumulated depreciation
(750 000)
(740 000)
Goodwill
75 000
50 000
Investment in associate
1 835 000
910 000
4 725 000
2 720 000
Current assets
Inventory
675 000
405 000
Receivables
805 000
625 000
2 500
75 000
1 482 500
1 105 000
Total assets
R6 207 500 R3 825 000
Share capital
1 050 000
600 000
Retained earnings
1 687 500
965 000
2 737 500
1 565 000
Non-controlling interests
495 000
400 000
Total equity
3 232 500
1 965 000
Non-current liabilities
Deferred tax
205 000
125 000
Interest-bearing loans
2 030 000
1 200 000
2 235 000
1 325 000
Current liabilities
Payables
445 000
305 000
Tax due
45 000
30 000
250 000
200 000
740 000
535 000
Total liabilities
2 975 000
1 860 000
449
Chapter 16
P LTD GROUP
Revenue
3 250 000
Cost of sales
(1 250 000)
Gross profit
2 000 000
Other expenses
(767 500)
Finance costs
(135 000)
1 597 500
(400 000)
1 197 500
R1 197 500
972 500
Non-controlling interests
(225 000)
R1 197 500
P LTD GROUP
Share
Retained
Total
controlling
capital
earnings
Total
equity
interests
Balance at
1 January 20.17
600 000
965 000
1 565 000
400 000
1 965 000
Changes in
Issue of shares
450 000
– 450
000
450 000
Acquisition
of interest in
subsidiary –
160 000
160 000
Sale of interest
in subsidiary
(260 000)
(260 000)
Dividends
declared
(250 000)
(250 000)
(30 000)
(280 000)
Total comprehensive
972 500
972 5000
225 000
1 197 500
Balance at
31 December 20.17
R1 050 000 R1 687 500 R2 737 500 R495 000 R3 232 500
450
Additional information
1 The following items were included in the calculation of profit before tax:
Depreciation R370
000
R30 000
R150 000
R200 000
2 Companies in the group sold plant and equipment for R50 000. Details of
the plant at date of sale were as follows:
Cost R350
000
Accumulated depreciation
R270 000
3 A portion of the plant and equipment purchased during the year under
review, to the value of R550 000, was used to replace the sold plant. In
addition, a portion of these purchases was financed through a finance lease
of R300 000. The balance of the property, plant and equipment purchased
was for the expansion of operations.
4 During the year under review, long-term loans amounting to R500 000
were redeemed.
5 P Ltd has several subsidiaries and associates. During the year under
review, the equity investment in associates was increased; a subsidiary (S
Ltd) was acquired, and the whole interest in subsidiary T Ltd was sold.
On 30 June 20.17, P Ltd obtained 80% of the issued shares in S Ltd for R665
000.
225 000
240 000
465 000
Inventory 250
000
Receivables 495
000
Bank 15
000
R1 225 000
500 000
Loans 200
000
Deferred tax
50 000
Payables 175
000
R1 225 000
On 3 January 20.15, P Ltd obtained 75% of the issued shares in T Ltd for
R675 000.
R600 000
000
451
Chapter 16
On 30 September 20.17, P Ltd sold its entire interest in T Ltd for R850 000.
Particulars of the net assets of T Ltd on 30 September 20.17 were as follows:
Land and buildings
350 000
Plant and equipment:
Cost
450 000
Accumulated depreciation
(210 000)
Inventory 180
000
Receivables 420
000
Bank overdraft
(30 000)
Payables (120
000)
R1 040 000
Solution 16.4
P LTD GROUP
Note
3 145 000
(1 852 500)
1 292 500
Investment income
125 000
Interest paid
(135 000)
(355
000)
(230
000)
R697 500
(680 000)
(350 000)
50 000
450 000
1 (650
000)
Investment in associate
(550 000)
880 000
(500 000)
680 000
450 000
R630 000
(72
500)
75 000
R2 500
452
Fair
Land
and buildings
(225 000)
Plant
(240 000)
Inventory
(250 000)
Receivables
(495 000)
Payables
175 000
Loan
200 000
Deferred tax
50 000
Bank
(15 000)
(800 000)
Non-controlling interests
160 000
Goodwill
(25 000)
Purchase price
(665 000)
Cash
on acquisition
15 000
Net
(R650 000)
Land
and buildings
350 000
Plant
and equipment
240 000
Inventory
180 000
Receivables
420 000
Payables
(120 000)
Bank
overdraft
(30 000)
1 040 000
Non-controlling interests
(260 000)
Goodwill
Profit
on sale of shares
70 000
850 000
Bank
overdraft of subsidiary sold
30 000
Net
cash proceeds
R880 000
Comment
Note that IAS 7 does not specifically require the disclosure of the non-
controlling interests and goodwill in the purchase or disposal of a subsidiary
note to the statement
453
Chapter 16
Calculations
Inventory
Dr
Cr
405 000
Subsidiary acquired
250 000
Subsidiary disposed of
180 000
200 000
675 000
R855 000
R855 000
Receivables
Dr
Cr
625 000
Subsidiary acquired
495 000
Subsidiary disposed of
420 000
805 000
Payables
Dr
Cr
305 000
Subsidiary acquired
175 000
Subsidiary disposed of
120 000
85 000
445 000
R565 000
R565 000
3 250 000
(105 000)
R3 145 000
Comment
454
Dr
Cr
Revenue
3 250 000
Depreciation 370
000
30 000
Exchange rate loss
150 000
Interest paid
135 000
Investment income
125 000
375 000
200 000
70 000
1 737 500
1 597 500
R4 020 000
R4 020 000
or
767 500
Depreciation
(370 000)
(150 000)
200 000
(30 000)
Expenses
R1 737 500
Expenses
(1 737 000)
(200 000)
85 000
Deferred tax
Dr
Cr
125 000
Subsidiary acquired
50 000
30 000
205 000
R205 000
R205 000
Tax payable
Dr
Cr
30 000
355 000
45 000
R400 000
R400 000
455
Chapter 16
Dr
Cr
1 850 000
240 000
Subsidiary disposed of
450 000
Finance lease
300 000
900 000
2 490 000
Dr
Cr
000
Subsidiary disposed of
210 000
270 000
Depreciation expense
370 000
Dr
Cr
000
Subsidiary acquired
225 000
Subsidiary disposed of
350 000
250 000
680 000
955 000
Long-term loans
Dr
Cr
1 200 000
Subsidiary acquired
200 000
Loans repaid
500 000
150 000
000
000
2 030 000
456
Consolidated statement of cash flows
C8 Dividends paid
Dr
Cr
000
Dividends declared
280 000
000
250 000
R480 000
R480 000
C9 Investment in associate
Investment in associate
Dr
Cr
375 000
000
1 835 000
1 No cash flow takes place when the purchase price of a subsidiary is fully
settled by the issue of shares in the parent. Consequently, the acquisition of
the subsidiary and the issue of the shares, respectively, are not reported as
part of investing activities or financing activities. However, should cash
and cash equivalents be held by a subsidiary at date of acquisition under the
particular circumstances, they would be reported as follows as an investing
activity:
an associate
1 The acquisition of an additional equity interest in an associate during the
current year that causes the associate to become a subsidiary will: l cause the
acquirer to remeasure its previously held equity interest in the associate at its
acquisition date fair value and recognise the difference in profit or loss
(IFRS 3.42);
l cause the net asset (assets and liabilities valued in terms of IFRS3) of the
subsidiary at date of acquisition, including any accruals since the date of
acquisition, to be entered in the consolidated statement of financial position.
457
Chapter 16
2 The fair value adjustment included in profit or loss does not represent cash
flow.
3 The net cash cost price of the additional equity interest in the subsidiary is
entered into the statement of cash flows as part of “investing activities”.
Details of the assets, liabilities, carrying amount of the investment in the
former associate, as well as other relevant information, are provided in a
note to the statement of cash flows.
4 In bringing into account the net cash cost price, part of the movements that
occurred in the individual statement of financial position items between the
two “statement of financial position” dates has been entered into the
statement of cash flows. The portion of the movements that has already been
entered represents the portion attributable to the individual assets, liabilities
and non-controlling owners’ equity of the subsidiary at date of acquisition.
l cause the net assets (assets and liabilities measured at the consolidated
carrying amount) of the subsidiary at date of the transaction to be excluded
from the consolidated statement of financial position.
6 The fair value adjustment included in profit or loss does not represent cash
flow.
7 The net cash proceeds from the equity interest disposed of are entered into
the statement of cash flows as part of “investing activities”. Details of the
assets, liabilities, non-controlling owners’ equity, profit/loss on the sale of an
interest and the carrying amount of the resulting investment in the associate
are provided in a note to the statement of cash flows.
458
Example 16.5
an associate
AS AT 31 DECEMBER 20.17
20.17
20.16
ASSETS
Non-current assets
Property at valuation
1 008 000
650 000
Cost price
2 610 000
1 850 000
Accumulated depreciation
(750 000)
(740 000)
Goodwill
97 500
55 000
Investment in associate
400 000
275 000
840 000
840 000
4 202 500
2 930 000
Current assets
Inventory
675 000
405 000
Receivables
805 000
625 000
15 000
75 000
1 495 000
1 105 000
Total assets
Share capital
1 050 000
600 000
Retained earnings
1 052 500
477 000
240 000
2 342 500
1 077 000
Non-controlling interests
520 000
400 000
Total equity
2 862 500
1 477 000
Non-current liabilities
Deferred tax
258 000
125 000
Interest-bearing loans
1 840 000
1 898 000
2 098 000
2 023 000
Current liabilities
Payables
445 000
305 000
Tax due
45 000
30 000
250 000
200 000
740 000
535 000
Total liabilities
2 838 000
2 558 000
459
Chapter 16
P LTD GROUP
Revenue
3 250 000
Cost of sales
(1 250 000)
Gross profit
2 000 000
60 000
Other expenses
(719 500)
Interest paid
(135 000)
210 000
1 415 500
(400 000)
1 015 500
Revaluation surplus
300 000
R1 315 500
825 500
Non-controlling interests
190 000
R1 015 500
1 065 500
Non-controlling interests
250 000
R1 315 500
460
P LTD GROUP
Non-
Share
Retained
Total
valuation
controlling
capital
earnings
Total
equity
reserve
interests
Balance at
1 January 20.17
600 000
400 000
1 477 000
Changes in equity
for 20.17
Issue of shares
450 000
450 000
450 000
Associate becomes
a subsidiary
––
160 000
160 000
Subsidiary becomes
an associate
––
–
– (260 000)
(260 000)
Dividends declared
(250 000)
(250 000)
(30 000)
(280 000)
Total comprehensive
825 500
825 500
190 000
1 015 500
Other comprehensive
income
–
240 000
240 000
60 000
300 000
Balance at
31 December 20.17
R1 050 000 R240 000 R1 052 500 R2 342 500 R520 000 R2 862 500
Additional information
Depreciation R370
000
Impairment of goodwill
R12 500
Income
R30 000
R50 000
Profit on sale of property R200
000
R67 000
R51 000
2 Companies in the group sold plant and equipment for R110 000. Details of
the plant at date of sale were as follows:
Cost R350
000
Accumulated depreciation
R270 000
Certain land and buildings of a subsidiary were sold for an amount of R450
000, whilst another subsidiary, in which P Ltd has an 80% equity interest,
revalued its land and buildings at an amount of R353 000. Attributable
deferred tax is R53 000.
461
Chapter 16
3 A portion of the plant and equipment purchased during the year under
review, to the value of R580 000, was used to replace the sold plant. The
balance of the property, plant and equipment purchased was for the
expansion of operations. R20 000 is still due in respect of these purchases,
which amount has been included under payables.
4 During the year under review, long-term loans amounting to R500 000
were redeemed.
5 P Ltd has interests in several subsidiaries and an associate. During the year
under review, the following changes in interest took place:
6 The following equity analyses were applied inter alia in the preparation of
the given consolidated financial statements:
P Ltd 40%–80%
Total
NCI
At
Since
i At acquisition (1/1/20.14)
Share capital
487 500
195 000
300 000
Retained earnings
80 000
32 000
48 000
567 500
227 000
348 000
Investment in S Ltd
R227 000
ii Since acquisition
Retained earnings
120 000
48 000
72 000
• Current year:
Profit
1/1/20.17–30/6/20.17
100 000
40 000
60 000
800 000
88 000
480 000
320 000
(320 000)
160 000
(345 000)
Profit
1/7/20.17–31/12/20.17
150 000
120 000
30 000
R950 000
R208 000
R190 000
P Ltd received dividends amounting to R95 000 from S Ltd while S Ltd was
an associate.
462
P Ltd 75%–30%
Total
NCI
At
Since
i At acquisition (1/1/20.2)
Share capital
200 000
150 000
50 000
Retained earnings
100 000
75 000
25 000
300 000
225 000
75 000
5 000
R230 000
ii Since acquisition
Retained earnings
600 000
450 000
150 000
• Current year:
Profit
1/1/20.17–31/3/20.17
140 000
105 000
35 000
1 040 000
555 000
R260 000
(135 000)
(333 000)
R468 000
Profit
1/4/20.17–31/12/20.17
250 000
75 000
R1 290 000
R297 000
8 Details of the net assets of S Ltd and A Ltd on the respective dates of the
changes in interest are as follows:
S Ltd
A Ltd
30/6/20.17
31/3/20.17
225 000
350 000
Plant and equipment:
Cost
360 000
450 000
Accumulated depreciation
(120 000)
(210 000)
Long-term loans
(200 000)
Deferred tax
(50 000)
Inventory
250 000
180 000
Receivables
495 000
420 000
Bank
15 000
(30 000)
Payables
(175 000)
(120 000)
463
Chapter 16
Solution 16.5
P LTD GROUP
Note
3 145 000
(2 020 000)
1 125 000
155 000
Interest paid
(135 000)
(355
000)
(230
000)
R560 000
(580 000)
(380 000)
(600 000)
110 000
Purchase of subsidiary
(330 000)
568 000
(R762
000)
(500 000)
192 000
450 000
R142 000
000)
75 000
R15 000
464
000)
Plant (240
000)
Inventory (250
000)
Receivables (495
000)
Payables 175
000
Loan 200
000
Deferred tax
50 000
Bank (15
000)
(800 000)
Non-controlling interests
160 000
Fair value of investment previously accounted for on the equity method 355
000
Goodwill (345 000 + 160 000 + 355 000 – 800 000) (60
000)
Purchase price
(345 000)
Cash on acquisition
15 000
(R330 000)
350 000
240 000
Inventory 180
000
Receivables 420
000
Payables (120
000)
Bank overdraft
(30 000)
1 040 000
Non-controlling interests
(260 000)
Goodwill realised
5 000
(330 000)
67 000
538 000
30 000
R568 000
465
Chapter 16
Calculations
Inventory
Dr
Cr
405 000
Subsidiary acquired
250 000
Subsidiary disposed of
180 000
200 000
675 000
R855 000
R855 000
Receivables
Dr
Cr
625 000
Subsidiary acquired
495 000
Subsidiary disposed of
420 000
805 000
Payables
Dr
Cr
305 000
Subsidiary acquired
175 000
Subsidiary disposed of
120 000
20 000
65 000
445 000
R565 000
R565 000
Revenue
3 250 000
(105 000)
R3 145 000
Comment
466
Dr
Cr
Revenue
3 250 000
500
Profit on sale of plant
30 000
Interest paid
135 000
50 000
60 000
95 000
115 000
200 000
67 000
in associates
51 000
1 415 500
Expenses
(1 885 000)
(200 000)
65 000
Deferred tax
Dr
Cr
125 000
53 000
Subsidiary acquired
50 000
30 000
258 000
R258 000
R258 000
Dr
Cr
1 850 000
Subsidiary acquired
240 000
Subsidiary disposed of
450 000
350 000
Payables 20
000
1 180 000
2 490 000
467
Chapter 16
Dr
Cr
740 000
Subsidiary disposed of
210 000
270 000
Depreciation expense
370 000
Dr
Cr
650 000
Subsidiary acquired
225 000
Subsidiary disposed of
350 000
Land and buildings sold by individual companies in the group 250 000
Revaluation 353
000
380 000
1 008 000
Investment in associate
Dr
Cr
275 000
210 000
Dividend received
95 000
35 000
355 000
330 000
400 000
R850 000
R850 000
C8 Long-term loans raised
Long-term loans
Dr
Cr
1 898 000
Subsidiary acquired
200 000
Loans repaid
500 000
50 000
192 000
1 840 000
468
1 This paragraph deals with the following two cases in particular : l the
increase in an interest in an existing subsidiary arising from the acquisition
of an additional equity interest for cash; and
2 The expenditure relating to the investment or the proceeds from the sale of
the investment is shown separately as part of financing activities. The
inclusion of the cash cost price/proceeds in respect of the abovementioned
changes in interest implies that the following items were brought into
account at date of the transaction and that they should therefore be excluded
from the consolidated statement of cash flows:
Sundry aspects
16.9 Foreign
operations
469
Chapter 16
1 IFRS 5.33 (c) requires that the net cash flows of discontinued operations
attributable to operating, investing and financing activities shall be
disclosed. These disclosures may be presented either in the notes or in the
financial statements. In example 16.6
470
Example 16.6
Sundry aspects
The following information relates to the Rain Ltd Group for the year ended
31 December 20.16:
RAIN LTD GROUP
AS AT 31 DECEMBER 20.16
20.16 20.15
ASSETS
Non-current assets
Land at valuation
1 941 413
1 632 300
2 667 100
2 143 500
Investments in associates
345 000
335 000
190 000
Goodwill
52 000
52 000
5 005 513
4 352 800
Current assets
Inventory
960 800
957 200
Trade receivables
1 055 900
1 040 200
64 700
66 510
72 000
2 153 400
2 063 910
Total assets
R7 158 913
R6 416 710
2 307 500
2 000 000
36 000
Mark-to-market reserve
65 082
Revaluation surplus
115 000
50 000
Retained earnings
1 856 750
992 518
4 279 250
3 143 600
Non-controlling interests
343 325
23 210
Total equity
4 622 575
3 166 810
Non-current liabilities
Long-term loan
700 000
Deferred tax
59 538
44 200
59 538
744 200
Current liabilities
Trade payables
2 438 700
2 444 000
Shareholders for dividends
4 200
5 000
Tax payable
33 900
56 700
2 476 800
2 505 700
Total liabilities
2 536 338
3 249 900
R7 158 913
R6 416 710
471
Chapter 16
Revenue
4 500 200
Cost of sales
(1 925 000)
Gross profit
2 575 200
Other expenses
(874 400)
Finance costs
(250 600)
14 000
1 464 200
(435 800)
R1 028 400
840 400
Non-controlling interests
188 000
R1 028 400
1 Included in other expenses in the consolidated profit before tax of the Rain
Ltd Group are the following:
R480 000
R(127 000)
R115 000
Rain Ltd acquired 100 000 shares in Snow Ltd on 2 January 20.15 for a cash
amount of R110 000 when the equity of Snow Ltd was as follows: Share
capital (1 000 000 shares)
R1 000 000
Retained earnings R100
000
Rain Ltd purchased another 500 000 shares in Snow Ltd for a cash amount
of R1 225 000 on 1 January 20.16. On this date, Rain Ltd obtained control
over Snow Ltd. The fair value of the plant and equipment (the only
asset/liability of Snow Ltd) was R2 500 000 on that date.
Rain Ltd acquired a 60% interest in Hail Ltd on 1 January 20.15. On this
date, Rain Ltd obtained control over Hail Ltd. Hail Ltd is incorporated in
Go-Go land and has a functional currency of FC. No goodwill arose at
acquisition date.
Rain Ltd sold its entire interest in Hail Ltd on 1 October 20.16 for R1 366
920. On this date, Rain Ltd lost control over Hail Ltd. The exchange rate
was FC1 = R17,28
on 1 October 20.16.
472
Particulars of the net assets of Hail Ltd at 1 October 20.16 were as follows:
Plant and equipment
105 000
Trade receivables
52 500
Bank overdraft
(30 000)
FC127
500
An amount of R7 980 regarding the foreign exchange rate gain in the current
year on this investment has been allocated to the non-controlling interests. It
may be assumed that the movement in the foreign currency translation
reserve (FCTR) is attributable to plant and equipment only.
Revenue
483 000
Cost of sales
(246 000)
Gross profit
237 000
Other expenses
(654 000)
(417 000)
166 500
(R250 500)
31/8/20.16 31/12/20.15
Inventory
R370 500
Trade receivables
– R579
000
Trade payables
– (R393
000)
473
Chapter 16
6 Rain Ltd classified plant, with a carrying amount of R78 000, as held for
sale on 31 December 20.16. This was the only asset classified as such by the
group. No plant or equipment was disposed of during the year.
7 The only companies in the group that own land are Rain Ltd and Ice Ltd, a
subsidiary in which Rain Ltd has an 80% interest and control over. Both
these companies revalued their land during the 20.16 financial year. The land
of Ice Ltd increased in value with R90 000 during 20.16. Neither party
disposed of any land during the year.
8 Rain Ltd declared a dividend of R41 250 for the year ended 31 December
20.16.
10 Apart from movements that are clearly evident from the information
above, no disposals or acquisitions of investments took place during the
year.
12 Cash flows from dividends and interest paid and received are classified as
operating activities.
13 Rain Ltd irrevocably elected to present any subsequent changes in the fair
value of their equity instruments in other comprehensive income in terms of
IFRS 9 Financial Instruments.
14 Assume a tax rate of 28% and a capital gains tax inclusion rate of 80%.
Ignore the effects of value-added tax (VAT) and dividends tax.
474
Solution 16.6
31 DECEMBER 20.16
Con-
Discon-
Total
tinuing
tinued
2 642 300
1 062 000
3 704 300
(1 879 670)
(922 500)
(2 802 170)
762 630
139 500
902 130
(246 700)
(246 700)
(50 603)
(50 603)
166 500
(466 057)
4 000
4 000
146 900
146 900
(R16 330)
R306 000
R289 670
and equipment
(444 300)
(1 225 000)
Proceeds on disposal of subsidiary *
1 885 320
R216 020
307 500
000)
(R507
500)
equivalents
(1 810)
beginning of period
66 510
Cash and cash equivalents at end
of period
R64 700
475
Chapter 16
Calculations
Continuing
461 200
(1 055 900)
127 000
4 017 200
200)
2 642 300
Discontinued
Trade receivables – opening balance (given)
579 000
Revenue (given)
483 000
R1 062 000
Continuing
(1 679 000)
300)
Non-cash items:
480 000
(127 000)
Gain on bargain purchase [1 225 000 + 190 000 – (60% × 2 500 000)]
(85 000)
Impairment loss on held for sale asset (non-cash) (78 000 – 72 000) 6 000
Profit on disposal of subsidiary [1 366 920 – (60% × 127 500 × 17,28)]
(45 000)
970)
(374 100)
(2 051 000)
2 295 700
Discontinued
(246 000)
(654 000)
(393 000)
(R922 500)
476
C3 Interest paid
(250 600)
100)
143 000
(R246 700)
Revaluation surplus
50 000
[(90 000 × 80%) – (90 000 × 80% × 80% (CGT rate) × 28%)]
55 872
(R9 128)
(44 200)
59 538
160)
635)
(7 457)
(602 300)
(56 700)
33 900
(R632 557)
C6 Land – additions
1 632 300
(1 941 413)
90 000
11 763
(R207 350)
2 143 500
19 950
2 500 000
(1 814 400)
Depreciation (given)
(480 000)
139 100
(78 000)
(R236 950)
477
Chapter 16
(23 210)
(188 000)
(7 980)
(13 968)
(1 000 000)
881 280
(R8 553)
C9 Dividends paid
(5 000)
4 200
(41 250)
NCI (C8)
(8 553)
(R50 603)
335 000
(345 000)
14 000
R4 000
478
Self-assessment question
Question 16.1
AS AT 30 JUNE 20.18
20.18 20.17
ASSETS
Non-current assets
Property, plant and equipment
4 440 500
5 750 000
Goodwill
103 000
137 000
Investments in associates
600 000
210 000
5 143 500
6 097 000
Current assets
Receivables
483 000
465 000
Inventories
520 000
680 000
Bank
1 886 000
183 500
2 889 000
1 328 500
Total assets
R8 032 500
R7 425 500
Share capital
3 600 000
2 550 000
Retained earnings
2 127 500
1 476 000
5 727 500
4 026 000
Non-controlling interests
1 135 500
2 521 000
Total equity
6 863 000
6 547 000
Non-current liabilities
400 500
150 000
Deferred tax
391 000
463 000
791 500
613 000
Current liabilities
275 000
150 000
60 000
50 500
65 000
378 000
265 500
Total liabilities
1 169 500
878 500
R8 032 500
R7 425 500
479
Chapter 16
Revenue
3 120 000
Cost of sales
(1 184 000)
Gross profit
1 936 000
(732 000)
(24 000)
Share of profit
27 000
Dividends received
12 000
1 219 000
(348 000)
R871 000
771 500
Non-controlling interests
99 500
R871 000
Additional information
1 On 1 March 20.18, Ronda Ltd increased its 70% interest in Matador Ltd to
90%, at a total cost of R1 000 000. The purchase price was settled partly by
issuing 100 000
R1 shares for R700 000. The remainder was paid in cash. At the date of
acquisition of the interest, the net assets of Matador Ltd were as follows:
Property, plant and equipment
5 250 000
Receivables 380
000
000)
(180 000)
Bank overdraft
(20 000)
R5 000 000
2 Ronda Ltd purchased a 60% interest in Ring Ltd on 1 July 20.16 for R300
000. On that date, the carrying values of the net identifiable assets
approximated their fair values and the balance sheet of Ring Ltd indicated
the following equity: Share capital (250 000 shares)
250 000
000
R450
000
480
On 1 January 20.18, a third of this interest was sold for R160 000. On 1
January 20.18, the fair value of the remaining investment in Ring Ltd was
R320 000 and the carrying amounts of the assets of Ring Ltd were as
follows: Property, plant and equipment
1 300 000
Receivables 300
000
Inventories 150
000
Bank 40
000
(685 000)
Deferred tax
(260 000)
Trade and other payables
(170 000)
R675
000
The recoverable amount of goodwill was R27 000 on 30 June 20.17 and R25
500
on 1 January 20.18.
3 On 1 July 20.17, Ronda Ltd entered into a lease agreement. Ronda Ltd did
not elect the simplified accounting treatment for the equipment. In terms of
the agreement, equipment with a cost of R55 000 was leased for a period of
five years. The interest rate is 10% per annum and instalments are payable
annually in arrears on 1 July.
000
80 000
70 000
22 000
Impairment of goodwill
8 500
5 Ronda Ltd invested $10 000 in a fixed deposit in the USA on 30 June
20.17. At that date, the exchange rate was $1 = R6,90. On 30 June 20.18, the
exchange rate was $1 = R9,30.
6 Accept a tax rate of 30%. Ignore capital gains tax and VAT.
Required
Prepare the statement of cash flows of the Ronda Ltd Group for the year
ended 30 June 20.18 according to the direct method. No notes are required.
481
Chapter 16
2 780 000
(1 154 500)
1 625 500
500)
Dividends received
12 000
(335 000)
(182 000)
R1 102 000
(290 500)
(43 000)
000
(R213 500)
740 000
350 000
Acquire additional interest in subsidiary [1 000 000 – (100 000 × 7)] (300
000)
R790 000
1 726 500
24 000
183 500
R1 886 000
Calculations
Sales
3 120 000
Movement on receivables
(34 000)
Opening balance
465 000
Ring Ltd
(300 000)
Bad debt
(22 000)
Closing balance
(483 000)
R2 780 000
482
(60%–40%)
Total
NCI
At
Since
At acquisition
180 000
Investment
300 000
Goodwill
30 000
Since
225 000
135 000
90 000
135 000
Goodwill
30
000
Impairment 20.17
(3 000)
(1 500)
25
500
(8
500)
R17
000
Proceeds
160
000
Equity sold
(135 000)
Goodwill realised
(8 500)
R16
500
Profit on remeasurement
320 000
Carrying amounts (300 000 – (3 000 + 1 500) + 135 000 × 2/3) (287 000)
R33
000
483
Chapter 16
C3 Cash paid to suppliers and employees
Cost of sales
(1 184 000)
Operating cost
(732 000)
Movement on inventories
10 000
Opening balance
680 000
Ring Ltd
(150 000)
Closing balance
(520 000)
Movement on payables
289 500
Opening balance
(150 000)
Ring Ltd
170 000
500)
Closing balance
275 000
Non-cash items
406 000
Depreciation
355 000
Goodwill
8 500
Bad debts
22 000
70 000
(33 000)
(16 500)
Reclassification
(24
000)
C4 Investment in associate
210 000
27 000
Ring Ltd
320 000
Closing balance
(600 000)
R43
000
C5 Dividends paid
2 521 000
(1 000 000)
(270 000)
Closing balance
(1 135 500)
215 000
Dividend paid by Ronda Ltd (2 127 500 – (1 476 000 + 771 500)) 120
000
R335
000
484
C6 Tax paid
463 000
Ring Ltd
(260 000)
Deferred tax closing balance
(391 000)
Deferred tax
(188 000)
348 000
Current tax
160 000
65 000
(43 000)
R182
000
Opening balance
5 750 000
Ring Ltd
(1 300 000)
Right-of-use asset
55 000
Depreciation
(355
000)
Closing balance
(4 440 500)
R290
500
C8 Loan incurred
200
500
Lease liability
55 000
70 000
80 000
Ring Ltd
(685 000)
Closing balance (400 500 + 60 000)
(460
500)
R740
000
2 550 000
700 000
(3 600 000)
R350
000
C10 Goodwill
Opening balance
137 000
Impairment (given)
(8 500)
R103
000
485
Document Outline
Cover
Half Title
Title Page
Copyright Page
Preface
Contents
9 IFRS 3 Business combinations – Advanced aspects
Introduction
9.1 Overview of the topic
The acquisition method
Recognising and measuring the identifiable assets acquired, the
liabilities assumed and any non-controlling interests in the
acquiree
9.2 Recognition principle
Example 9.1: Recognition of identifiable liabilities
Example 9.2: Classification of identifiable assets
acquired
Example 9.3: Recognition of intangible assets
9.3 Measurement principle
Example 9.4: Remeasurement of liability to fair value
Example 9.5: Fair value of operating lease – Lessor
Example 9.6: Fair value of items used differently
Example 9.7: Measurement of non-controlling interests
9.4 Exceptions to the recognition and measurement principles
Example 9.8: Contingent liabilities
Example 9.9: Deferred tax
Example 9.10: Indemnification asset
Example 9.11: Recognition and measurement of a
favourable operating lease
Example 9.12: Non-current assets held for sale
Consideration transferred
9.5 Measurement of consideration transferred
Example 9.13: Measurement of consideration transferred
Example 9.14: Measurement of consideration transferred
– Asset
9.6 Measurement of contingent consideration transferred
Example 9.15: Contingent consideration – Financial
liability
Example 9.16: Contingent consideration – Asset
Example 9.17: Compensation for reduction in equity
instruments
Measurement period
9.7 Measurement period adjustments
Example 9.18: Measurement period and adjustment to
goodwill
Example 9.19: Measurement period adjustment – Non-
controlling interest measured at proportionate share
Example 9.20: Measurement-period adjustment – Non-
controlling interest measured at fair value
Self-assessment question
Question 9.1
10 IFRS 10 Consolidated financial statements – Control
Introduction
10.1 Overview of the topic
10.2 Investment entities
Example 10.1: Investment entities
Control
10.3 Purpose and design of the investee
Example 10.2: Purpose and design of the investee
10.4 Power of an investee
Example 10.3: Substantive rights
Example 10.4: Protective rights
Example 10.5: Majority of voting rights without power
Example 10.6: Power without a majority of voting rights
Example 10.7: Potential voting rights
10.5 Exposure to variable returns from an investee
10.6 Link between power and variable returns
Example 10.8: Investor acting as agent or principal
10.7 Unconsolidated structured entities
10.8 Summary of control assessment
Self-assessment question
Question 10.1
11 Investments in associates and joint ventures
Introduction
11.1 Background
11.2 Significant influence
Accounting for investments in associates in the separate financial
statements of the investor
Accounting for investments in associates in the consolidated
financial statements of the investor
11.3 Equity method
Application of the equity method
11.4 Equity method procedures
Example 11.1a: Application of the equity method
Example 11.1b: Fair value adjustment at acquisition date
Example 11.2: Revaluation surplus of an associate
Example 11.3: Attributable loss of an associate
Example 11.4: Elimination of unrealised profit in
inventories (investor company sells to associate)
Example 11.5: Elimination of unrealised profit in
inventories (associate sold to investor company)
Example 11.6: Elimination of unrealised profit in
equipment (investor sells to associate)
Example 11.7: Elimination of unrealised profit in
equipment (associate sells to investor company)
Example 11.8: Associates in a horizontal group
Example 11.9: Investment in an associate which itself is
a parent
Example 11.10: Investment in associate by a partially-
owned subsidiary
11.5 Classification as held for sale
11.6 Impairment losses
11.7 Discontinuing the use of the equity method
11.8 Disclosure
Piecemeal acquisition of interests in investees
11.9 Changes in ownership interest
Example 11.11: Piecemeal acquisition whereby the
status of an investment changes to that of an associate
(significant influence is obtained)
Example 11.12: Acquisition of additional interest
Disposal of interests in an investee
Example 11.13: Disposal of the entire interest in an associate
(significant influence is lost)
Example 11.14: Partial disposal of an interest in an associate
– Loss of significant influence (associate becomes IFRS 9
investment
Self-assessment questions
Question 11.1 Basic equity accounting/interest received
Question 11.2 Basic equity accounting/reporting dates differ
12 Interests in joint arrangements
Basic concepts
12.1 Description of basic concepts
12.2 Types of joint arrangements
Classification of joint arrangements
12.3 Structure of the joint arrangement
12.4 Legal form of the separate vehicle
12.5 Terms of the contractual arrangement
12.6 Other facts and circumstances
Accounting for joint arrangements
12.7 Joint operations
12.8 Joint ventures
Disclosure
Examples
Example 12.1: Basic approach – Joint arrangement in a
separate entity
Example 12.2: Joint operation not structured in a separate
entity
13 Changes in ownership of subsidiaries through buying or selling
shares
Introduction
13.1 Methods of change in ownership
Acquisition of interests in subsidiaries
13.2 Methods of step-acquisition
13.3 Acquisition of an additional interest in an existing
subsidiary
Example 13.1a: Acquisition of a further interest in an
existing subsidiary where the subsidiary remains a
subsidiary (there is no change in status) (NCI is
measured at its proportionate share of the acquiree’s
identifiable net assets at the acquisition date)
Example 13.1b: Acquisition of a further interest in an
existing subsidiary where the subsidiary remains a
subsidiary (there is no change in status) (NCI is
measured at fair value at the date of acquisition)
13.4 Acquisition of an additional interest whereby the
investee (investment) becomes a subsidiary
Example 13.2: Acquisition of a further interest where the
investment becomes a subsidiary (NCI is measured at
fair value at the date of acquisition)
13.5 Acquisition of an additional interest whereby an
associate becomes a subsidiary
Example 13.3: Acquisition of a further interest where an
associate becomes a subsidiary (control is obtained)
(NCI is measured at its proportionate share of the
acquiree’s identifiable net assets at the acquisition date)
Disposal of interests in a subsidiary
13.6 Basic approach on disposal of an interest
13.7 Partial disposal of an interest in a subsidiary where
control is not lost
Example 13.4a: Partial disposal of an interest in a
subsidiary with no change in the status as the subsidiary
remains a subsidiary (control is not lost) (NCI is
measured at its proportionate share of the acquiree’s
identifiable net assets at the acquisition date)
Example 13.4b: Partial disposal of an interest in a
subsidiary with no change in the status as the subsidiary
remains a subsidiary (control is not lost) (NCI is
measured at fair value at the date of acquisition)
13.8 Loss of control with partial disposal of a subsidiary, with
a simple investment retained
Example 13.5: Partial disposal of a subsidiary (loss of
control) and an investment retained (NCI is measured at
their proportionate share of the acquiree’s identifiable
net assets at the acquisition date)
13.9 Partial disposal of an interest in a subsidiary, whereby it
becomes an associate
Example 13.6: Partial disposal of an interest in a
subsidiary resulting in a change in status as the
subsidiary becomes an associate (a loss of control by the
parent occurs) (NCI is measured at its proportionate
share of the acquiree’s identifiable net assets at the
acquisition date)
13.10 Loss of control and intragroup sale of assets
Example 13.7: Loss of control over a subsidiary with
previous intragroup profits on the sale of depreciable
assets
13.11 Changes of interest in complex groups
Self-assessment questions
Question 13.1
Question 13.2
Question 13.3
14 Changes resulting from the issue of additional shares by investees
and other changes in ownership
Introduction
Changes in subsidiaries
Issue of shares
14.1 Issue of capitalisation shares
Example 14.1: Capitalisation issue giving rise to
fractional dealings
14.2 Rights issue by a subsidiary
Example 14.2: Illustrative example of the entries by
the subsidiary and the parent with a rights issue
Example 14.3: Rights issue by subsidiary with no
change in relative interests (there is no loss of
control with the rights issue) and no change in
status as the subsidiary remains a subsidiary (NCI is
measured at its proportionate share of the acquiree’s
identifiable net assets at the acquisition date)
Example 14.4: Illustrative example of a parent’s
owners’ equity increasing after a rights issue (i.e.
the parent takes up more than its proportionate
share of the new shares on offer in the rights issue)
Example 14.5: Rights issue by a subsidiary
resulting in an increase of the interest of the parent
(control is not lost in the rights issue) and the status
does not change as the subsidiary remains a
subsidiary (NCI is measured at its proportionate
share of the acquiree’s identifiable net assets at the
acquisition date)
Example 14.6: Rights issue by a subsidiary
resulting in a decrease of the interest of the parent
(control is not lost in the rights issue) and the status
does not change as the subsidiary remains a
subsidiary (NCI is measured at fair value at the
acquisition date)
Buy-back of shares
14.3 Buy-back of shares by a subsidiary
Example 14.7: Simple illustration of a share buy-back
Example 14.8: Buy-back of shares by a subsidiary with
no change in relative interests (there is no loss of
control) (NCI is measured at its proportionate share of
the acquiree’s identifiable net assets at the acquisition
date)
Example 14.9: Buy-back of shares by a subsidiary with
no change in status as an increase in the parent’s interest
occurs (there is no loss of control) and the subsidiary
remains a subsidiary (NCI is measured at its
proportionate share of the acquiree’s identifiable net
assets at the acquisition date)
Example 14.10: Buy-back of shares by a subsidiary
where there is no change in the status as the subsidiary
remains a subsidiary (there is no loss of control) and a
decrease in the parent’s interest occurs due to the share
buy-back (NCI is measured at fair value at the
acquisition date)
Other changes in ownership
14.4 Share-based payments of a subsidiary
Example 14.11: Issue of new shares by a subsidiary in
terms of a share-based payment transaction resulting in a
decrease of the interest of the parent (control is not lost)
and the status does not change as the subsidiary remains
a subsidiary (NCI is measured at its proportionate share
of the acquiree’s identifiable net assets at the acquisition
date)
14.5 Loss of control through expiry of an agreement and
obtaining control through an agreement
Example 14.12: Loss of control over a subsidiary on
expiry of agreement (NCI is measured at fair value at the
acquisition date)
Example 14.13: Obtaining control through an agreement
where an associate becomes a subsidiary (NCI is
measured at its proportionate share of the acquiree’s
identifiable net assets at the acquisition date)
14.6 Accounting for a change in investment entity status
Changes in associates and joint ventures
14.7 Accounting for other changes in the net assets of an
associate
IFRS 5 and investments held for sale
14.8 Important definitions
14.9 Applying IFRS 5 in the consolidated financial
statements
14.10 Associates classified as held for sale
Self-assessment question
Question 14.1
15 Foreign operations
Introduction
Important definitions
15.1 Foreign operation
15.2 Functional currency
15.3 Presentation currency
15.4 Spot exchange rate
15.5 Closing rate
15.6 Monetary item
15.7 Net investment in a foreign operation
Translation from the functional currency to the presentation
currency
15.8 Translation of financial statements to the presentation
currency
15.9 Translation of a foreign operation
Example 15.1 Basic conversion of the financial
statements of a foreign subsidiary
Example 15.2 The impact of goodwill and IFRS 3 fair
value remeasurements on foreign operations
15.10 Foreign operation and reporting entity have different
reporting dates
15.11 Net investment in a foreign operation
Example 15.3 Loan to subsidiary as part of the net
investment in a foreign operation
15.12 Foreign operations – Associates and joint ventures
Example 15.4 Foreign operation – Associate
15.13 Disposal of a foreign operation
Example 15.5 Disposal of a foreign operation resulting
in a loss of control (NCI is measured at fair value at the
acquisition date)
Example 15.6 Partial disposal of an interest in a foreign
subsidiary with no change in the status as the subsidiary
remains a subsidiary (control is not lost) (NCI is
measured at its proportionate share of the acquiree’s
identifiable net assets at the acquisition date)
Self-assessment question
Question 15.1
16 Consolidated statement of cash flows
Introduction
16.1 Background
Example 16.1: Consolidated statement of cash flows
Associates and joint ventures
16.2 Investments in associates and joint ventures
Example 16.2: Investment in associate
16.3 Acquisition and disposal of associates and joint ventures
Example 16.3: Acquisition and disposal of associate
Changes in ownership interests in subsidiaries
16.4 Acquisition and disposal of a subsidiary
Example 16.4: Acquisition and disposal of a subsidiary
16.5 Acquisition of a subsidiary in terms of a non-cash
transaction
16.6 An associate becomes a subsidiary and a subsidiary
becomes an associate
Example 16.5: Associate becomes a subsidiary and a
subsidiary becomes an associate
16.7 Financing activities between non-controlling
shareholders and the group
16.8 Acquisition and disposal of an interest in an existing
subsidiary that does not result in a loss of control
Sundry aspects
16.9 Foreign operations
16.10 Discontinued operations
16.11 Intragroup loans
Example 16.6: Sundry aspects
Self-assessment question
Question 16.1