Professional Documents
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FAC4864 103 2023 0 B PDF
FAC4864 103 2023 0 B PDF
FAC4864 103 2023 0 B PDF
NFA4864/103/0/2023
ZFA4864/103/0/2023
FAC4864/NFA4864/ZFA4864
Year Module
INDEX Page
Due date 3
Personnel and contact details 3
Prescribed method of study 3
Suggested working programme 3
United Nations Global Compact principles 4
Learning unit 3 Consolidated and separate financial statements 5
4 Business combinations 28
5 Investments in associates and joint ventures 53
6 Disclosure of interests in other entities 66
Self-assessment questions and suggested solutions 73
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DUE DATE
DUE DATE FOR THIS TUTORIAL LETTER: 28 MARCH 2023
Please use the following telephone number to contact the lecturers: 012 429 4720
3. Do the questions in the study material and make sure you understand the principles contained in the
questions.
4. Consider whether you have achieved the specific outcomes of the learning unit.
5. After completing all the learning units, attempt the self-assessment questions (open book, but within
the time constraint) to test whether you have mastered the contents of this tutorial letter.
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INTRODUCTION
The UNGC established ten principles based on the four main values: human rights,
labour practices, environmental concerns and anti-corruption.
OBJECTIVES/OUTCOMES
After studying this topic, you should be able to demonstrate an awareness of the
importance of the UNGC principles.
This topic is not examinable, but you should have sufficient awareness of these principle
as they are applicable in practice.
Ten Human rights 1. Businesses should support and respect the protection of
UNGC internationally proclaimed human rights; and
principles 2. make sure that they are not complicit in human rights abuses.
Labour 3. Businesses should uphold the freedom of association and the
effective recognition of the right to collective bargaining;
4. the elimination of all forms of forced and compulsory labour;
5. the effective abolition of child labour; and
6. the elimination of discrimination in respect of employment and
occupation.
Environment 7. Businesses should support a precautionary approach to
environmental challenges;
8. undertake initiatives to promote greater environmental
responsibility; and
9. encourage the development and diffusion of environmentally
friendly technologies.
Anti- 10.Businesses should work against corruption in all its forms,
Corruption including extortion and bribery.
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IAS 27 prescribes accounting and disclosure requirements on how to account for the
cost of an investment in the separate records of the investor for investments in
subsidiaries, joint ventures and associates.
IFRS 10 deals with the definition of control and establishes control as the basis for
consolidation. IFRS 10 also sets out how to apply the principle of control and sets out
the accounting requirements for preparation of consolidated financial statements.
IFRS 10 deals with the principles that should be applied to a business combination
(including the elimination of intragroup transactions, consolidation procedures, etc.) from
the date of acquisition until the date of loss of control.
OBJECTIVES/OUTCOMES
At the end of this learning unit, you should be able to do the following:
4. Account for a loss of control transaction (IFRS 10.25 and IFRS 10.B97–.B99).
Assessed in learning unit 7.
6. Account for the cost of investments in subsidiaries, joint ventures and associates
in the separate financial statements of the investor (IAS 27.9, .10, .13 and .14) at
cost (IAS 27.10(a)).
7. Account for dividends from subsidiaries, joint ventures and associates (IAS 27.12).
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The following must be studied before you attempt the questions in this learning unit:
COMMENT
Please note that Group statements, volume 1, was covered thoroughly in your
undergraduate studies and therefore this tutorial letter is only a revision of the basic
consolidation principles. It is very important to spend enough time to revise these
principles.
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EXAMPLE
P Ltd acquired a 100% interest in S Ltd for R200 000 on 1 January 20.13 when S Ltd’s share capital
and retained earnings amounted to R80 000 and R120 000, respectively.
Notes
1. When a parent prepares separate financial statements, it must account for investments in
subsidiaries at cost. Separate financial statements are prepared by the parent and are presented
in addition to the consolidated financial statements.
2. Broadly speaking, the first step in preparing consolidated financial statements is to combine the
financial statements of the parent and the subsidiaries (i.e. 100% of each line item of the
subsidiary is added to each line item of the parent).
3. Pro forma journals are prepared for consolidation purposes only and are not recognised in the
individual records of either the parent or the subsidiary. The pro forma journals eliminate
common balances. The only two common items in this case are the investment in the subsidiary
on the statement of financial position in the parent (P) and the portion of the equity of the
subsidiary (S) held by the parent. The investment held by the parent in the subsidiary is therefore
set off against the equity of the subsidiary as follows:
Dr Cr
R’000 R’000
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Mickey Minnie
Ltd Ltd
R R
Debits
Investment property – Land - 700 000
Factory buildings 1 200 000 -
Equipment 236 000 125 000
Investment in Minnie Ltd
- 112 000 Ordinary shares at cost 140 000 -
- 12 000 12% Preference shares at cost 26 880 -
Inventory 80 000 26 000
Trade receivables 114 953 40 000
Bank 90 000 -
Cost of sales 1 375 000 591 499
Other expenses 254 320 406 000
Finance cost 14 000 -
Income tax expense 239 260 88 700
Preference dividends paid (up to 30 June 20.12) - 7 200
Ordinary dividends
- Final dividend for the year ended 31 December 20.11
(declared and paid on 29 February 20.12) - 20 000
- Interim dividend for 20.12: paid 30 September 20.12 60 000 -
3 830 413 2 004 399
Credits
Issued ordinary shares (640 000 shares; 160 000 shares) 640 000 160 000
Issued 12% preference shares (20 000 shares) - 40 000
Retained earnings (1 January 20.12) 260 000 174 950
Deferred tax 150 500 102 449
Trade payables 61 593 122 000
Bank overdraft - 25 000
Revenue 2 700 000 1 200 000
Other income 18 320 180 000
3 830 413 2 004 399
Additional information
1. Mickey Ltd obtained its interest in the non-redeemable cumulative preference shares of
Minnie Ltd on 1 January 20.12 at a cost of R26 880. Minnie Ltd is obliged to pay a preference
dividend for a financial year if an ordinary dividend is declared during the financial year. You may
assume that the preference shares were correctly classified as equity. The interest in the
ordinary shares was also acquired on 1 January 20.12. From this date, Mickey Ltd had control
over Minnie Ltd as per the definition of control in terms of IFRS 10 Consolidated Financial
Statements. The acquisition of Minnie Ltd also met the definition of acquiring a business, as
defined in IFRS 3 Business Combinations.
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2. The details of the acquisition of the interest in the ordinary shares in Minnie Ltd were as
follows:
• The purchase price agreed upon was payable in cash and a portion in shares.
• A cash amount of R154 000 was payable by Mickey Ltd on 31 December 20.12.
• The share portion was settled by the issue of 1 000 ordinary shares of Mickey Ltd worth
R105 000 on 1 January 20.12 and R110 000 on 31 December 20.12.
• A contingent consideration of R10 000 was also payable on 30 June 20.13 if certain profits
were met. The fair value of the contingent consideration was R8 000 on 1 January 20.12
and R9 000 on 31 December 20.12.
• The agreement determined that the seller of the shares will pay the cost relating to the
agreement and valuation expenses. The amount is R10 000 and is included in the
purchase price. You may assume that the tax effect of the R10 000 is correctly accounted
for.
• With the exception of the items listed below, all assets and liabilities of Minnie Ltd were
deemed to be fairly valued on the acquisition date:
The fair value of inventory represents the value at which it can be purchased.
3. Mickey Ltd, a manufacturer of equipment, sold equipment to Minnie Ltd to the value of R50 000
on 1 January 20.12. Mickey Ltd sells equipment at cost plus 25%. Minnie Ltd uses the equipment
in the production of inventory and depreciates equipment at 20% per annum according to the
straight-line method.
4. Minnie Ltd purchases all its inventory from Mickey Ltd at a gross profit percentage of 20%.
Inventory purchased from Mickey Ltd still on hand at year end was as follows:
The inventory on hand at 31 December 20.12 was written down to net realisable value by
Minnie Ltd.
The total sales of Mickey Ltd to Minnie Ltd for the year ended 31 December 20.12 amounted to
R80 000.
5. Minnie Ltd acquired the land on 30 June 20.12 at R550 000 for investment purposes. The land
is rented by Mickey Ltd at R5 000 per month and used as a storage facility for its inventory.
Rent paid and received are included in other expenses and other income respectively. No rent
was in arrears at 31 December 20.12. Minnie Ltd elected the fair value model to measure the
investment property. The investment property value increased with R150 000 for the year ended
31 December 20.12.
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7. It is the policy of Mickey Ltd to account for investments in subsidiaries at cost in accordance with
IAS 27.10(a) in its separate financial statements.
8. Mickey Ltd elected to measure non-controlling interests at fair value at acquisition for all
acquisitions. On 1 January 20.12 the fair value of the ordinary and preference share non-
controlling interests were R100 000 and R17 920 respectively.
10. Assume a normal income tax rate of 27% and a capital gains tax inclusion rate of 80%. Ignore tax
on financial instruments. Ignore the effects of dividend tax and value added tax (VAT).
REQUIRED
Marks
1. Prepare the consolidated statement of profit or loss and other comprehensive 22
income of the Mickey Ltd Group for the year ended 31 December 20.12.
Income and expenditure should be indicated in terms of their function.
2. Prepare the consolidated statement of financial position of the Mickey Ltd Group as 22
at 31 December 20.12.
Please note
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COMMENT
Since the land is rented by Mickey Ltd (parent), it now becomes owner-occupied
property, plant and equipment in the group financial statements (IAS 40.15). The fair
value adjustment and deferred tax adjustment recognised in profit or loss by Minnie Ltd
must thus be reversed.
It is the group accounting policy to measure land in accordance with the revaluation
model. The increase in fair value of R150 000 must thus be recognised in other
comprehensive income, net of deferred tax.
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R
ASSETS
Non-current assets
Property, plant and equipment* 2 253 000 (3)
Goodwill [C1] 6 645 (10)
2 259 645
Current assets
Inventory (80 000 + 26 000 – 2 000[C5]) 104 000 (1)
Trade receivables (114 953 + 40 000) 154 953 (1)
Cash and cash equivalents 90 000 (1)
348 953
Total assets 2 608 598
Non-current liabilities
Deferred tax (150 500 + 102 449 – 2 160[C4] – 540[C5]) 250 249 (2)
250 249
Current liabilities
Bank overdraft 25 000 (1)
Trade payables (61 593 + 122 000 + 9 000[C6] (J2 Mickey)) 192 593 (1)
Dividends payable [C3] 960 (1)
218 553
Total liabilities 468 802
Total equity and liabilities 2 608 598
Total (25)
Maximum (22)
*
Land (550 000 + 150 000) 700 000
Factory buildings 1 200 000
Equipment (236 000 + 125 000 – 8 000 [C4]) 353 000
2 253 000
COMMENT
Note that the investment in Minnie Ltd was only carried at R140 000 in the trial balance
of Mickey Ltd, which thus indicates that the share issue, the contingent consideration
and the acquisition cost have not yet been recorded in the records of Mickey Ltd.
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CALCULATIONS
C1. Goodwill
COMMENT
Preference dividend
The preference dividend of R7 200 paid up to 30 June 20.12 relates to a dividend for
the year ended 31 December 20.11 amounting to R4 800 (R40 000 x 12%). This amount
has to be accrued for at acquisition, since the preference shares are cumulative. The
remaining R2 400 (R7 200 – R4 800 or R40 000 x 12% x 6/12) relates to the six-month
period ended 30 June 20.12. An amount of R2 400 must thus still be accrued for the last
six months, refer to [C3].
The IFRS 3 fair value adjustments made to trade debtors and inventory at acquisition
must again be reversed when the underlying assets are derecognised. Since trade
receivables and inventory are current assets, they are expected to realise within
12 months if no other information is provided. These fair value adjustments are therefore
reversed at year end.
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Since acquisition
Current year
Profit (1 200 000 – 591 499 – 406 000 +
180 000 – 150 000 [J13] – 88 700 + 32 400
[J14]) 176 201
Profit attributable to pref shareholders (4 800)
Debtors 5 475
Inventory (11 680)
Total current year profit 165 196 115 637 49 559
Revaluation – land
[150 000 x (100% – (80% x 27%))] 117 600 82 320 35 280
Dividend (20 000) (14 000) (6 000)
605 796 183 957 178 839
Since acquisition
Current year
Profit attributable to pref shareholders
(40 000 x 12%) 4 800 2 880 1 920
Dividend (7 200) (4 320) (2 880)
Dividend accrued (2 400) (1 440) (960)
40 000 (2 880) 16 000
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COMMENT
The preference dividend of R7 200 that was paid (as per the trial balance) includes
preference dividends up to 30 June 20.12 only. The preference dividend for the period
1/7/20.12 to 31/12/20.12 is R2 400, which is calculated as R4 800 x 6/12. The parent
thus has to accrue for this as preference dividends as the amount is owed to the
preference shareholders at year end.
Minnie Differenc
Ltd Group e Tax
Unrealised profit
(50 000 x 25/125) 50 000 40 000 10 000 2 700
Depreciation
(10 000 x 20%) 2 000 (540)
8 000 2 160
Deferred taxation at 27% 2 160
Net 5 840
* The inventory was already written off from R30 000 to R26 000 (per trial balance) by
Minnie Ltd, an adjustment of R4 000. Therefore, the remaining unrealised profit for group
statement purposes is R2 000 (R6 000 – R4 000).
Dr Cr
R R
J1 Investment in Minnie Ltd (SFP) 105 000
Share capital (SCE) 105 000
J2 Investment in Minnie Ltd (SFP) 8 000
Contingent consideration liability (SFP) 9 000
*
Fair value adjustment (P/L) 1 000
J3 Acquisition cost (P/L) 10 000#
Investment in Minnie Ltd (SFP) 10 000
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COMMENT
Transaction cost should be carefully analysed as not all transaction cost has the same
accounting treatment. Acquisition-related cost (finder’s, advisory, legal, valuation,
professional and administration fees) should be expensed in profit or loss in the
consolidated financial statements of the acquirer in accordance with IFRS 3.53.
Cost to issue debt or equity is not acquisition-related cost as defined in accordance with
IFRS 3. Share issue cost must be accounted for as a deduction from equity in terms of
IAS 32.35 in the separate and consolidated financials of the acquirer.
The parent will measure its investments in subsidiaries at cost in accordance with
IAS 27.10(a) in its separate financial statements. Acquisition-related cost in the separate
financial statements of the parent should thus also be expensed. Students should read
carefully how the parent treated the transaction cost in its separate financial statements.
In this question, acquisition-related cost of R10 000 will be paid by the seller of the shares
(Minnie Ltd) and is included in the purchase price to be paid by Mickey Ltd. However,
in accordance with IFRS 3.53, this cost should be expensed.
C7. Revenue
COMMENT
The depreciation on the intragroup equipment will be included in cost of sales instead of
operating expenses as the specific machine is used in the production of inventory.
Mickey 18 320
Minnie 180 000
Intragroup rent paid (30 000) [1]
Reversal of fair value adjustment on investment property (150 000) [1]
Ordinary dividend elimination [C2] (14 000) [1]
Preference dividend elimination [C3] (4 320) [1]
-
[4]
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The pro forma journals are provided for completeness only and explain the adjustments made
to the statement of profit or loss and other comprehensive income.
Dr Cr
R R
Investment in ordinary shares
J1 Share capital (SCE) 160 000
Retained earnings (SCE) (174 950 – 4 800) 170 150
Inventory (SFP) 16 000
Debtors (SFP) 7 500
Deferred tax (SFP) [(16 000 – 7 500) x 27%] 2 295
Investment in Minnie (SFP) 243 000
Non-controlling interests (SCE/SFP) 100 000
Goodwill (SFP) (balancing) 6 645
At-acquisition elimination journals
J2 Cost of sales (P/L) 16 000
Inventory (SFP) 16 000
Reversal of fair value adjustment at acquisition
J3 Debtors (SFP) 7 500
Other expenses (P/L) 7 500
Reversal of fair value adjustment at acquisition
J4 Deferred tax (SFP) [(16 000 - 7 500) x 27%] 2 295
Income tax expense (P/L) 2 295
Reversal of deferred tax on fair value adjustments at
acquisition
J5 Revenue (Mickey) (P/L) (50 000 x 25/125) 50 000
Cost of sales (Mickey) (P/L) (50 000 x 100/125) 40 000
Equipment (Minnie) (SFP) 10 000
Elimination of unrealised profit on intragroup equipment
sale
J6 Deferred tax (SFP) (10 000 x 27%) 2 700
Income tax expense (P/L) 2 700
Deferred tax on intragroup sales
J7 Accumulated depreciation (Minnie) (SFP)
(10 000 x 20%) 2 000
Cost of sales (Depreciation) (Mickey) (P/L) 2 000
Elimination of intragroup depreciation
J8 Income tax expense (P/L) (2 000 x 27%) 540
Deferred tax (SFP) 540
Deferred tax on intragroup depreciation
J9 Sales (Mickey) (P/L) 80 000
Cost of sales (Minnie) (P/L) 80 000
Elimination of intragroup sales
J10 Cost of sales (Mickey) (P/L) [(30 000 x 20%) – 4 000] 2 000
Inventory (Minnie) (SFP) 2 000
Elimination of unrealised profit on intragroup sales
J11 Deferred tax (SFP) (2 000 x 27%) 540
Income tax expense (P/L) 540
Deferred tax on intragroup unrealised profit
J12 Other income (rental income) (Minnie) (P/L) (5 000 x 6) 30 000
Other expenses (rental expense) (Mickey) (P/L) 30 000
Elimination of intragroup rental income and expense
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Dr
R Cr
R
J13 Other income (fair value adjustment) (P/L) 150 000
Investment property (SFP) 150 000
Reversal of the fair value adjustment on land included in
P/L
J14 Deferred tax (SFP) (150 000 x 27% x 80%) 32 400
Income tax expense (P/L) 32 400
Reversal of deferred tax raised on the fair value
adjustment
J15 Property, plant and equipment (SFP) 550 000
Investment property (SFP) 550 000
Reclassification of the land to owner-occupied PPE
J16 Property, plant and equipment (SFP) 150 000
Revaluation surplus (OCI) 150 000
Recognising the increase in the fair value of the owner-
occupied land
J17 Deferred tax (OCI) (150 000 x 27% x 80%) 32 400
Deferred tax (SFP) 32 400
Deferred tax on the revaluation surplus
J18 Non-controlling interests (P/L) 49 559
Non-controlling interests (SCE/SFP) 49 559
NCI's share of profit for the year
J19 Non-controlling interests (OCI) 35 280
Non-controlling interests (SCE/SFP) 35 280
NCI's share of other comprehensive income for the year
J20 Other income (dividend received) (P/L) 14 000
Non-controlling interests (SCE/SFP) 6 000
Dividends paid (SCE) 20 000
Elimination of dividends paid
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Great White Ltd was established in 20.3 and its main business is to take tourists on shark-cage-diving
expeditions in Gansbaai. Great White Ltd has several investments as indicated below:
Whales Ltd
On 1 March 20.10, Great White Ltd acquired 60% of the issued share capital of Whales Ltd, a company
that arranges whale-watching expeditions in the Hermanus area. One voting right is attached to each
share. The remaining 40% of the issued share capital is owned by Mr Hlongwane, the managing
director of the company. Mr Hlongwane is a meteorologist and an expert in predicting weather
patterns. According to a contractual agreement, Mr Hlongwane has the right to keep the boats of
Whales Ltd from going out to sea when he expects severe weather conditions that may damage the
boats and/or place the lives of the crew and tourists in danger. Great White Ltd has the right to make
all other decisions about operating activities.
Dolphins Ltd
On 1 September 20.12, Great White Ltd acquired 50% of the issued share capital of Dolphins Ltd, a
company situated in Ballito. Dolphins Ltd organises dolphin-watching expeditions on the North Coast.
One voting right is attached to each share. Mrs Yen, a retired widow, acquired the remaining 50%
interest. Mrs Yen lives in Japan along with her children and rarely visits South Africa and Dolphin Ltd.
Mrs Yen has the right to make decisions about the investment of surplus funds. Great White Ltd has
the right to make decisions about the purchasing and disposal of boats, organising expeditions and
appointing staff.
Rent-a-Boat Ltd
On 1 November 20.12, a new company was formed in Gansbaai, namely Rent-a-Boat Ltd, which rents
out charter boats. Hundred percent (100%) of the issued share capital is held by Mrs Nkwane, a local
businesswoman in the Gansbaai area. In terms of a contractual agreement, Rent-a-Boat Ltd must
have boats available for Great White Ltd at any given period. Great White Ltd also has the right to
determine the accounting policies and to appoint the directors in terms of the contractual agreement.
The customers of Rent-a-Boat Ltd, other than Great White Ltd, contribute a very small fraction of the
revenue. Mrs Nkwane has the right to decide which suppliers are used for the purchase of boats.
REQUIRED
Marks
Discuss, with reasons, whether or not each of the companies indicated above is a
subsidiary of Great White Ltd for the year ended 31 December 20.12. Your answer should
address:
Please note
• Your answer must comply with International Financial Reporting Standards (IFRS).
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General theory
Great White Ltd as the investor has to determine whether it is a parent by assessing whether it
controls the investee, Whales Ltd (IFRS 10.5).
An investor controls an investee when it is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power over
the investee (IFRS 10.6).
An investor has power over an investee when the investor has existing rights that give it
the current ability to direct the relevant activities, thus the activities that significantly affect
the investee’s returns (IFRS 10.10).
The power that Great White Ltd has over Whales Ltd results from the voting rights of 60%,
which are the majority voting rights. (1)
Mr Hlongwane has the right to keep the boats from going out to sea when he suspects
adverse weather conditions, due to his technical expertise as a meteorologist. (1)
Mr Hlongwane can only protect the company and its assets and thus his own interest in (1)
the company by keeping boats from going out in severe weather conditions, as boats may
be damaged and the crew’s and tourists’ lives may be in danger should Mr Hlongwane
not exercise his rights. (1)
The right that Mr Hlongwane has is deemed to be a protective right, as it is a right (1)
designed to protect the interests of Mr Hlongwane without giving him power over (1)
Whales Ltd (IFRS 10 Appendix A).
Great White Ltd has the right to make decisions about all other operating activities, which
are seen as relevant activities, as the activities of Whales Ltd significantly affect the
returns (IFRS 10 Appendix A). (1)
Great White Ltd has, in terms of the 60% voting rights together with the right to make
decisions about the relevant activities of Whales Ltd, power over Whales Ltd. (2)
Great White Ltd has the right to variable returns in the form of dividends due to its
involvement with Whales Ltd as a shareholder. (1)
The power, together with the exposure to variable returns and the ability to affect the
amount of the returns, result in Great White Ltd having control over Whales Ltd. (1)
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Great White Ltd owns 50% of the voting rights of Dolphins Ltd, which does not constitute
the majority voting rights. (1)
Great White Ltd has the right to make decisions about the purchasing and disposal of
boats, organising expeditions and appointing staff. (1)
These activities are deemed to be relevant activities, as they significantly affect the
returns of Dolphins Ltd. This results in Great White Ltd having power over Dolphins Ltd. (2)
Mrs Yen has the right to make decisions about the investment of surplus funds, which is
not deemed to be a relevant activity. (1)
Mrs Yen does thus not have power over Dolphins Ltd. (1)
Great White Ltd has exposure, or the right, to variable returns from its involvement with
the investee by means of the dividends received from the shares owned. (1)
The power, together with the exposure to variable returns and the ability to affect the
amount of the returns, result in Great White Ltd having control over Dolphins Ltd. (1)
Great White Ltd does not own any voting rights from shares in Rent-a-Boat Ltd and does
not have power in terms of voting rights. (1)
Great White Ltd has the right, in terms of a contractual agreement, to make decisions (1)
about the accounting policies and appointment of directors of Rent-a-Boat Ltd, which are
deemed to be relevant activities as they significantly affect the returns of
Rent-a-Boat Ltd. (1)
Mrs Nkwane has the rights to decide which suppliers are used for the purchase of boats,
which also constitutes a relevant activity. (1)
If two or more investors each have existing rights that give them the unilateral ability to
direct different relevant activities, the investor that has the current ability to direct the
activities that most significantly affect the returns of the investee, has power over the
investee (IFRS 10.13).
The right that Great White Ltd has in terms of the relevant activities together with the (1)
contractual agreement that grants it almost exclusive use of Rent-a-Boat Ltd’s boats,
constitute power over Rent-a-Boat Ltd. (1)
Great White Ltd has exposure, or the right, to variable returns from its involvement with
the investee by means of the contractual agreement stating that Rent-a-Boat Ltd must
supply boats to Great White Ltd (IFRS 10.B57(c)). (2)
The power, together with the exposure to variable returns and the ability to affect the
amount of the returns by means of the contract, result in Great White Ltd having control
over Rent-a-Boat Ltd. (1)
Rent-a-Boat Ltd is a structured entity as defined and a subsidiary of Great White Ltd. (1)
(10)
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EXAMINATION TECHNIQUE
Please note that NO marks will be awarded for theory in a discussion question. However,
the suggested solutions for discussion questions will include the theory for purposes of
completeness, and to assist students with the application of the theory.
Students should not waste time by stating the theory in the tests or the examination as
no marks are awarded for theory.
Luke Ltd
Luke Ltd is primarily involved in astrological observation and research from its base at the
South African Large Telescope in Sutherland in the Western Cape. Luke Ltd tenders for various
contracts and is commissioned for international astrological projects. Most of Luke Ltd's funding for
projects is provided by a consortium of international investors from South Africa, the United States,
Germany, Poland and India. Luke Ltd is busy expanding its operations and has identified Leia Ltd as
a perfect synergistic investment. Luke Ltd and its subsidiaries have a February year end.
Leia Ltd
Leia Ltd is a company that was started by three Unisa computer engineering students who have
exceptional data-processing skills and hold registered patents. The company’s relevant activities are
the development of data-processing and analysis software, which will come in handy with the number
of data streams that the scientists at Luke Ltd are creating.
Leia Ltd’s share capital consists of 100 issued ordinary shares. Each share carries one voting right.
Luke Ltd acquired 49 of the ordinary shares of Leia Ltd on 1 January 20.16. The StarCon Consortium
holds the remainder of the voting rights.
An extract of the shareholders’ agreement between Luke Ltd and the StarCon Consortium is as
follows:
(a) Luke Ltd and the StarCon Consortium each has the right to appoint two of the four directors.
(b) Luke Ltd has the right to establish Leia Ltd’s operating and capital decisions and policies.
(c) The StarCon Consortium has the right, as a lender and provider of funds, to seize Leia Ltd’s
assets if Leia Ltd fails to meet the specified loan-repayment conditions.
REQUIRED
Marks
Discuss, in terms of IFRS 10 Consolidated Financial Statements, whether Leia Ltd should be 10
consolidated in the consolidated financial statements of Luke Ltd for the year ended
29 February 20.16.
Please note
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Required to consolidate?
A subsidiary is an entity that is controlled by another entity (known as the parent).
Luke Ltd will need to consolidate Leia Ltd if control exists (IFRS 10 Appendix A). (1)
Control
An investor controls an investee when it is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power over
the investee (IFRS 10.6–.7).
To have power over an investee, an investor must have existing rights that gives it the current
ability to direct relevant activities (IFRS 10.B9).
According to the shareholders’ agreement, Luke Ltd can establish the operating and capital
policies of Leia Ltd. This indicates that Luke Ltd has the ability to direct relevant activities. (1)
According to the shareholders’ agreement, Luke Ltd and the StarCon Consortium can each (1)
appoint two members of Leia Ltd’s key management. This indicates that Luke Ltd and the
StarCon Consortium have the ability to direct relevant activities. (1)
An investor can have power over an investee even if other entities have existing rights that give
them the current ability to participate in the direction of the relevant activities. However, an
investor that holds only protective rights does not have power over an investee and
consequently does not control the investee. (IFRS 10.14)
According to the shareholders’ agreement, The StarCon Consortium can seize Leia Ltd’s (1)
assets if Leia Ltd fails to meet the specified loan-repayment conditions. This indicates that The
StarCon Consortium has a protective right but not power over Leia Ltd. (1)
By establishing the operating and capital decisions of Leia Ltd, the StarCon Consortium can
use its power to affect its returns from Leia Ltd. (1)
By appointing Leia Ltd’s key management personnel, Luke Ltd can use its power to affect its
returns from Leia Ltd. (1)
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Conclusion
• Both entities have the right to direct the relevant activities of Leia Ltd, but Luke Ltd has the
right to establish the operating and capital policies of Leia Ltd as well.
• The StarCon Consortium holds the majority of the shares.
• The StarCon Consortium does not have power over Leia Ltd because it has protective and
not substantive rights.
• Both entities have exposure/rights to variable returns.
• Both entities have the power to affect their returns from their involvement with Leia Ltd.
• StarCon Consortium is the majority shareholder but Luke has control over Leia Ltd. (1)
• Luke Ltd will be required to consolidate Leia Ltd. (1)
Total (11)
Maximum (10)
Communication skills: conclusion and logical flow (1)
EXAMINATION TECHNIQUE
Please note that NO marks will be awarded for theory in a discussion question.
The suggested solutions for discussion questions will, however, include the theory for
purposes of completeness, and to assist students with the application of the theory.
Students should not waste time by stating the theory in the tests or the examination as
no marks are awarded for theory.
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IFRS 3 deals with accounting for a business combination on the date of acquisition and
outlines the principles on how to account for identifiable assets acquired and liabilities
assumed, non-controlling interests and goodwill or gain from a bargain purchase taking
into account certain exceptions to recognition, measurement and classification principles
as established in other IFRS standards.
OBJECTIVES/OUTCOMES
At the end of this learning unit, you should be able to do the following:
The following must be studied before you attempt the questions in this learning unit:
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In order to identify a business combination, consider and apply the definition of a business as stated
in IFRS 3.
The definition was amended in July 2019. The amendment is effective from 1 January 2020 with an
option to pre-adopt.
First work through IE74 to IE123 in your IFRS textbook as you will have the IFRS in the
examination/test and it is to your benefit to familiarise yourself with it.
To enhance your understanding of the relevant illustrative examples of the IFRS 3 amendment, please
refer to the following screencasts that can be found on myUnisa under the Lessons tab for Tutorial
Letter 102.
• Part 1 – Overview
• Part 2 – Concentration test (numeric application)
• Part 3 – Similar assets
• Part 4 – Further criteria assessed
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An integrated set of activities and assets that is capable of being conducted and managed for
the purposes of providing goods or services to customers, generating investment income
(such as dividends or interest) or generating other income from ordinary activities.
The application of the guidance outlined in paragraphs B7 to B12D is summarised into a mind map
found below. Please note you are still required to go through these paragraphs in IFRS and familiarise
yourself with them. The mind map summary below is merely an illustration to enhance your
understanding of these paragraphs.
Question 2.1 below highlights the major changes in the application of the definition. Use it as a practice
question after you have studied the IFRS application paragraphs, illustrative examples and the
screencasts indicated above.
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Yes
No
No Is the process critical to Is the process critical when applied to the Yes
the ability to develop or inputs to continue producing outputs, AND
convert the inputs into is there a skilled, knowledgeable or
outputs? experienced organised workforce to
perform the process?
Yes No
No
Does the process significantly Yes
Do the inputs include a skilled, contribute to the ability to
knowledgeable or experienced continue producing output and
organised workforce to perform is it considered unique/scarce;
the process AND other inputs or can it not be replaced
the workforce could develop or without significant impact on
convert into outputs? the ability to continue
producing outputs?
Yes No
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Step 1
The entity that obtains control of the acquiree (IFRS 3.6–.7).
Who is the acquirer? See control as defined in IFRS 10.5–.18.
Step 2
The date on which the acquirer obtains control of the acquiree
When did the acquisition (IFRS 3.8–.9).
occur?
Step 3
Recognition criteria
Recognise the
identifiable assets and To qualify for recognition the
liabilities acquired in the • assets and liabilities should meet the definitions of the
business combination. conceptual framework
• assets and liabilities must be part of what is exchanged in the
business combination (not a separate transaction)
Exceptions
Note that the acquiree may not have recognised certain assets and
liabilities in its own financial statements that do qualify for
recognition in the group financial statements. Examples are
Measure the assets and Assets and liabilities acquired should be measured at their fair
liabilities acquired in the value at the acquisition date.
business combination.
Remember:
• Restatement of assets and liabilities to fair value has deferred
tax implications for the business combination.
• The restatement of assets to fair value may also result in an
additional depreciation/amortisation charge in the consolidated
financial statements (and have deferred tax implications).
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Step 5
Measure NCI at (IFRS 3.19)
Recognise and measure • fair value or
NCI. • the proportionate share of the acquiree’s identifiable net assets
Recognise and measure Goodwill is recognised as an asset and tested annually for
goodwill. impairment.
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Designa Cars Ltd is a motorcar dealer that purchased a portfolio of cars for resale. Within this portfolio
are 19 different cars. The fair value of the price paid for the portfolio of cars is equal to the aggregate
fair value of the 19 cars acquired.
The cars are of different makes and models, specifically five different BMW models, five different
Mercedes Benz models, seven different Toyota models and two different Ford models.
Two of the BMW models and two of the Mercedes Benz models were customised orders per specific
customer requirements. These changes are cosmetic and do not change the risks associated with
these cars.
Due to the wide range of cars in the portfolio, different classes of customers would be targeted.
The risks associated with operation in the motor-vehicle industry for the cars acquired are not
significantly different. No employees, other assets, other processes and other activities are transferred.
REQUIRED
Marks
Designa Cars Ltd opted to apply the concentration test to the purchase of the portfolio in terms 10
of IFRS 3.B7A. Discuss whether the concentration test has been met or not in terms of IFRS3.
B7B. Conclude if this acquisition results in acquisition of a business or not.
Please note
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Designa Cars Ltd opted to apply the concentration test to the purchase of the portfolio in
terms of IFRS 3.B7A. Discuss whether the concentration test has been met or not in terms of
IFRS3. B7B. Conclude if this acquisition results in acquisition of a business or not.
The assets acquired are all cars and are therefore the same in nature. (1)
They are all purchased for the same purpose of resale by Designa Cars Ltd and are therefore
all of the same class of assets, namely inventory (IFRS 3. B7B (e)). Consequently, they share
the same risks. (1)
It does not matter that some of the cars have been customised per customer requirements
as each car is still one asset. The customisation has not changed the risks attached to the
assets. Therefore, these cars all share similar risks (IFRS 3. B7B (e)). (1)
Therefore the group of assets are of the same nature and share similar risks. (1)
Therefore the portfolio of cars is considered a single identifiable asset group and recognised
and measured as such in a business combination (IFRS 3. B7B (c)). (1)
Fair value
The fair value of the price paid for the portfolio of cars is equal to the aggregate fair value of
the 19 cars acquired. (1)
This indicates that substantially all of the fair value of the assets acquired is concentrated in
the group of cars purchased (IFRS 3. B7B (b)). (1)
Conclusion
We can conclude that the acquisition of the portfolio is not a business (IFRS 3. B7A (a)). (1)
(10)
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Designa Cars Ltd is a motorcar dealer that purchased a portfolio of vehicles. This portfolio of vehicles
consists of 22 different vehicles. Nineteen of these vehicles are luxury cars purchased for resale while
three of them are large delivery trucks used to deliver motor vehicles to other vehicle dealers and bulk
buyers.
The three large delivery trucks purchased include contracts for outsourced trained drivers to drive
these specialised trucks, a specialised motor plan to maintain and service these trucks regularly, and
outsourced security needed while transporting deliveries. The processes and services performed
through these outsource contracts are minor compared to the processes involved in generating the
required income (output).
No employees, other assets, other processes and other activities are transferred.
The aggregate fair value of the 19 luxury cars is similar to the aggregate fair value of the three delivery
trucks acquired.
The 19 cars are all of different makes and models, specifically five different BMW models, five different
Mercedes Benz models, seven different Toyota models and two different Ford models.
Two of the BMW models and two of the Mercedes Benz models were customised orders per specific
customer requirements. These changes are cosmetic and do not change the risks associated with
these cars.
Due to the wide range of cars in the portfolio, different classes of customers would be targeted.
The risks associated with operation in the motor-vehicle industry for the vehicles acquired for resale
are not significantly different.
REQUIRED
Marks
(a) Designa Cars Ltd opted to apply the concentration test to the purchase of the portfolio 8
in terms of IFRS 3. B7A. Discuss in terms of IFRS 3. B7B if the concentration test has
been met or not. Conclude if this acquisition results in acquisition of a business or not.
(b) Designa Cars Ltd did not opt to apply the concentration test to the purchase of the 7
portfolio in terms of IFRS 3. B7A. Discuss in terms of IFRS3. B8 to B12D if this results
in acquisition of a business or not.
Please note
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(a) Designa Cars Ltd opted to apply the concentration test to the purchase of the portfolio in
terms of IFRS 3. B7A. Discuss in terms of IFRS 3. B7B if the concentration test has been
met or not. Conclude if this acquisition results in acquisition of a business or not.
The assets acquired are all motor vehicles, so they are the same in nature. (1)
However, they have not all been purchased for the same purpose by Designa Cars Ltd
and therefore are not all of the same class of assets. (1)
The 19 luxury cars have been purchased for the purpose of resale by Designa Cars Ltd
and are classified as inventory; while the three delivery trucks will be used by
Designa Cars Ltd for other activities and are classified as property, plant and equipment. (1)
Therefore, they and are not of the same class of assets and are not considered similar
(IFRS 3. B7B (f(ii))). (1)
Consequently, the portfolio of assets purchased does not share the same risk associated
with managing and creating output and may not be grouped as a single identifiable asset
group (IFRS 3. B7B (e)). (1)
They may not be recognised and measured as a single identifiable asset in a business
combination (IFRS 3. B7B (c)). (1)
Fair value
There substantially are two groups of assets (i.e. luxury cars and delivery trucks). (1)
This indicates that substantially all of the fair value of the assets acquired is not
concentrated in just one group of vehicles purchased (IFRS 3. B7B (b)). (1)
Concentration test
Therefore we can confirm that the concentration test has not been met. (1)
Conclusion
Designa Cars Ltd will further determine in terms of IFRS 3. B8 to B12D if the portfolio of
vehicles acquired is a business or not (IFRS 3. B7A (b)). (1)
Total (11)
Maximum (8)
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(b) Designa Cars Ltd did not opt to apply the concentration test to the purchase of the
portfolio in terms of IFRS 3.B7A. Discuss in terms of IFRS3. B8 to B12D if this results
in acquisition of a business or not.
IFRS 3. B12C
The activity of purchasing the portfolio of vehicles generates revenue from the resale of
the luxury cars. This revenue output is from the activity of purchasing the portfolio of
vehicles. Therefore, we apply IFRS3.B12C to assess if the acquired process is
substantive. (1)
The outsourced services provided by outsourced personnel are not critical to the ability to
continue producing outputs. (1)
They are minor/ancillary in the context of all processes involved in generating the required
output (IFRS 3. B12C (a)). (1)
The relevant inputs do not include an organised workforce with the necessary skills,
knowledge or experience to perform the process and do not include other inputs the
workforce could develop or convert into outputs (IFRS 3. B12C (a)). (1)
The process of purchasing vehicles for resale and delivering such vehicles is a process
that is readily accessible in the marketplace. This process is not unique or scarce and can
be replaced without significant cost (IFRS 3. B12C (b)). (2)
Therefore, the process acquired is not substantive and the acquisition of the portfolio of
vehicles is not a business. (1)
(7)
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Designa Cars Ltd is a motorcar dealer that owns a 10% interest in Car Security Ltd. Car Security Ltd
specialises in the installation of security such as gear locks and anti-hijack systems into all types of
motorcars. At 31 March 20.20, Designa Cars Ltd purchased a further 75% interest in Car Security Ltd
for a cash consideration of R3 000 000. On this date, Designa Cars Ltd obtained control over
Car Security Ltd in accordance with IFRS 10 Consolidated Financial Statements. The fair value of the
shares of Car Security Ltd is R60 per share on 31 March 20.20 with a total of 200 000 shares in issue.
Both companies have a 31 December year end.
The extracted trial balance of Car Security Ltd is shown in the table below at its fair value on the
relevant dates:
REQUIRED
Marks
Calculate the fair value of gross assets acquired in terms of IFRS 3. B7B (a) and (b) 10
conclude if the concentration test has been met.
Please note
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Calculate the fair value of gross assets acquired in terms of IFRS 3. B7B (a) and (b) conclude
if the concentration test has been met.
(a) The fair value of gross assets acquired in terms of IFRS 3. B7B is R15 000 000 [C1]. (6)
(b) The concentration test is met if substantially all of the fair value of the gross assets
acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
None of the assets acquired can be grouped together as similar identifiable assets.
Therefore, each asset will be compared individually to the fair value of gross assets (1)
acquired of R15 000 000 [C1]:
As the fair value of the gross assets acquired is not concentrated in a single identifiable
asset, the concentration test is not met for the purchase of the interest in Car Security Ltd. (1)
(10)
CALCULATIONS
C1. Fair value of the gross assets acquired (IFRS 3. B7B (b))
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QUESTION 4.2 (45 marks – 68 minutes)
Italia Ltd is a glass-manufacturing company operating in Johannesburg. The management of Italia Ltd
has identified external acquisition as an area of expansion. As a result, Italia Ltd purchased a 60%
interest in Colour Ltd on 1 January 20.11. On this date, Italia Ltd obtained control over Colour Ltd
when the share capital and retained earnings of Colour Ltd amounted to R800 000 and R1 050 000
respectively.
The following matters were identified to be taken into account in calculating the identifiable assets and
liabilities of Colour Ltd at fair value at the acquisition date:
1. The fair value of the non-controlling interests was R805 000 on 1 January 20.11.
2. Machinery was valued at R300 000 more than the carrying amount. The remaining useful life
from the date of acquisition is four years. Colour Ltd continued to account for machinery in
accordance with the cost model as per IAS 16.
3. Land with a cost price of R300 000 had a fair value of R400 000 on 1 January 20.11. The value
of the land has increased to R450 000 at 31 December 20.11. It is the policy of Colour Ltd to
account for land in accordance with the cost model as per IAS 40 Investment Property.
4. Colour Ltd disclosed a contingent liability of R450 000 in its financial statements on
1 January 20.11 relating to a court case involving a patent right not meeting industry standards.
The claim represents a present obligation, but at this time the attorneys of Colour Ltd are of the
opinion that it is unlikely to lead to an outflow of economic benefits due to a lack of evidence to
support the claim. The R450 000 is the fair value of the claim taking into account all possible
outcomes on 1 January 20.11.
As part of the purchase agreement by Italia Ltd, the shareholders have guaranteed to reimburse
Italia Ltd 40% of the claim, should it be successful.
On 31 December 20.11, the court case has progressed to such an extent that it is virtually certain
that Colour Ltd will have to pay R550 000. Colour Ltd recognised a provision of R550 000 in its
financial statements on 31 December 20.11. The related transaction has been recorded
correctly in Colour Ltd’s financial statements.
The claim will not be deductible for taxation purposes should it succeed.
5. Details of the consideration transferred to the shareholders of Colour Ltd are as follows:
• A cash consideration of R620 000 was paid on 1 January 20.11 into the lawyer’s trust
account.
• Italia Ltd will make a cash payment of R225 060 on 31 December 20.12. The South African
Revenue Service agrees with the accounting treatment and will allow the tax deduction for
an interest expense.
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• Italia Ltd issued 1 000 ordinary shares to the shareholders of Colour Ltd. The fair value of
the shares was R460 each on 1 January 20.11. On the registration date of the shares on
22 January 20.11, the shares were valued at R465 each. The total number of shares in
issue by Italia Ltd was 1 000 000 at 1 January 20.11.
• Italia Ltd is required to make an additional cash payment of R150 000 on 30 June 20.13 if
the share price of Colour Ltd increases by more than 20%. The fair value of the contingent
consideration was estimated to be R60 000 on 1 January 20.11 and R85 000 on
31 December 20.11. The share price of Colour Ltd increased by 32% by
31 December 20.11. The changes in fair value on the contingent consideration is as a
result of events after the acquisition date.
Included in the cash consideration paid is acquisition-related cost in respect of valuations and
lawyer’s fees of R120 000 which was paid by Italia Ltd.
6. Colour Ltd has a licensed customer list on 1 January 20.11. The agreements relating to the
customer list does not prohibit the selling or leasing thereof. The useful life of the customer list
is four years on 1 January 20.11 and the fair value is R175 794. Colour Ltd has not recognised
an asset in this regard.
7. The abridged statement of profit or loss and other comprehensive income of Italia Ltd and
Colour Ltd for the year ended 31 December 20.11 is as follows (before taking the above
information into account):
Profit for the year after tax 2 600 000 601 876
Additional information
• It is the group’s policy to measure investment property using the fair value model as per IAS 40
Investment Property.
• Intangible assets are accounted for using the cost model as per IAS 38 Intangible Assets.
• Italia Ltd elected to measure the non-controlling interests in Colour Ltd at fair value.
• The normal income tax rate is 27% and the capital gains tax inclusion rate is 80%. Ignore value
added tax (VAT) and dividend tax.
• The acquisition of Colour Ltd also met the definition of acquiring a business, as defined in IFRS 3
Business Combinations.
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REQUIRED
Marks
(a) Prepare the journal entries in the separate records of Italia Ltd for the year ended 12
31 December 20.11 relating to the information in the question. Journal entries relating
to deferred taxation are also required.
(b) Prepare the pro forma journal entries for the Italia Ltd Group for the year ended 32
31 December 20.11. Journal entries relating to deferred taxation are also required.
Please note
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COMMENT
Cost to issue debt or equity is not acquisition-related cost as defined in accordance with
IFRS 3. Share issue cost must be accounted for as a deduction from equity in terms
of IAS 32.35 in the separate and consolidated financials of the acquirer.
The parent will measure its investments in subsidiaries at cost in accordance with
IAS 27.10(a) in its separate financial statements. Acquisition-related cost in the separate
financial statements of the parent should thus also be expensed. Students should read
carefully how the parent treated the transaction cost in its separate financial statements.
In this question, acquisition-related cost of R120 000 was paid by the acquirer and
included in the cash payment of R620 000 that was paid on 1 January 20.11.
The acquisition-related cost should thus be expensed in accordance with IFRS 3.53.
31 December 20.11
J2 Fair value adjustment (P/L) (85 000 – 60 000) 25 000 (1)
Contingent consideration (SFP) 25 000 (1)
Fair value adjustment on contingent consideration payable
COMMENT
As part of the acquisition of the subsidiary, a contingent consideration is due if the share
price of the subsidiary, Colour Ltd, were to increase by more than 20% at 30 June 20.13.
In terms of IFRS 3.39, this contingent consideration is recognised at fair value of
R60 000 at the acquisition date. Subsequently, the contingent consideration is
measured at fair value and the liability needs to be remeasured to fair value at year end
of R85 000.
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Dr Cr
R R
J3 Finance cost (P/L) (10% x R186 000 (J1)) 18 600 (1)
Deferred consideration (SFP) 18 600 (1)
Interest on the deferred payment
J4 Bank (SFP) (150 000 x 60%) 90 000 (1)
Other income (P/L) 90 000 (1)
Dividends received from Colour Ltd
Total (15)
Maximum (12)
COMMENT
The carrying amount and the tax base of the liability are equal since the interest on the
liability is deductible for tax purposes. There are therefore no deferred tax implications
on journals 2 and 3.
No journals are necessary in the records of Colour Ltd as the transaction by Italia Ltd to
acquire the shareholding involves the previous shareholders of Colour Ltd. It therefore
does not have an impact on the issued share capital of Colour Ltd.
Dr Cr
R R
1 January 20.11
J1 Share capital (SCE) (given) 800 000
Retained earnings (SCE) (given) 1 050 000
Machinery (SFP) (given) 300 000 (1)
Land (SFP) (400 000 – 300 000) 100 000 (1)
Intangible asset – customer list [C2] (SFP) 175 794 (1)
Goodwill (SFP) [C3] or (balancing) 5 270 (1)
Indemnification asset (SFP) (450 000 x 40%) 180 000 (2)
Non-controlling interests (SFP/SCE) (given) 805 000 (1)
Recognised contingent liability (SFP) (given) 450 000 (1)
Deferred tax (SFP) [C4] 150 064 (3)
Investment in Colour Ltd (SFP) (part (a)) 1 206 000 (1)
Elimination of investment – at-acquisition journal
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COMMENT
Italia Ltd recognises and measures all identifiable assets acquired and the liabilities
assumed in the business combination at their acquisition date fair values.
Take note of the group’s policy in terms of the measurement of non-controlling interest
(NCI). In this case, it is mentioned in the information that the NCI is measured at fair
value and it is given as R805 000 at the acquisition date.
The contingent liability in respect of the legal claim is recognised as a liability assumed
in a business combination since it is a present obligation resulting from past events
and its fair value can be measured reliably (IFRS 3.23).
Also take note that the indemnification asset (debtor) may only be recognised if the
indemnification item (in this case the contingent liability) was recognised on the
acquisition date (IFRS 3.27). The indemnification asset should be measured on the
same basis as the indemnification item (fair value in this case).
COMMENT
The tax base of a liability is the carrying amount less any amount that would be
deductible for tax purposes in future periods. The question states that the claim will not
be deductible for taxation purposes should it succeed. This will result in the tax base
being the carrying amount. There is thus no temporary difference and deferred tax will
not be provided.
Dr Cr
R R
31 December 20.11
J2 Depreciation (P/L) (300 000 x ¼) 75 000 (1)
Accumulated depreciation (SFP) 75 000 (1)
Provision for depreciation on machinery revalued
J3 Deferred tax (SFP) (75 000 x 27%) 20 250 (1)
Income tax expense (P/L) 20 250 (1)
Taxation on depreciation adjustment
COMMENT
At acquisition, the fair value of machinery was R300 000 higher than the carrying amount
in the separate records of Colour Ltd. Colour Ltd recognised depreciation in its separate
financial statements on the cost price of the machinery (in terms of its accounting policy).
At consolidation, however, the value of the machinery is R300 000 higher resulting in an
additional depreciation charge that is calculated over the remaining useful life (four
years) of the machinery.
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COMMENT
Colour Ltd raised a provision in its own accounting records of R550 000 at
31 December 20.11 relating to the legal claim. A contingent liability was also
recognised as a liability (in respect of the legal claim) in the consolidated financial
statements at the acquisition date (R450 000). This contingent liability and
indemnification asset previously recognised in the group’s financial statements (J1) on
the acquisition date must now be reversed in order to avoid “double accounting” for this
liability.
Dr Cr
R R
J5 Amortisation – customer list (P/L) (175 794 [C2] / 4) 43 949 (1)
Intangible asset – customer list (SFP) 43 949 (1)
Amortisation of customer list
J6 Deferred tax (SFP) (43 949 x 27%) 11 866 (1)
Income tax expense (P/L) 11 866 (1)
Taxation on amortisation
COMMENT
The customer list is recognised as an intangible asset and is accounted for in accordance
with IAS 38. We therefore amortise the intangible asset over the useful life of the asset.
COMMENT
Land is carried at cost in the separate records of Colour Ltd. However, it is the group’s
policy to account for investment property (which includes land) in accordance with the fair
value model as per IAS 40. We therefore need to account for the fair value movement in
the value of land at year end. In this case, we use the CGT inclusion rate of 80% as the
fair value adjustment is higher than the original cost price.
COMMENT
At consolidation, we add 100% of the line items of the statement of profit or loss and other
comprehensive income of the subsidiary to the statement of profit or loss and other
comprehensive income of the parent to calculate the consolidated figures.
However, we are only entitled to 60% of the line items of the statement of profit or loss
and other comprehensive income of the subsidiary. We therefore allocate the 40% share
of the non-controlling interests via one line item: non-controlling interests (P/L).
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J10 Other income – dividends received (P/L) (150 000 x 60%) 90 000 (1)
Non-controlling interests (SFP/SCE) (150 000 x 40%) 60 000 (1)
Dividends paid (SCE) (given) 150 000 (1)
Elimination of intragroup dividends
Total (35)
Maximum (32)
Communication skills: presentation and layout (1)
CALCULATIONS
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COMMENT
A deferred tax liability is recognised on the customer list (intangible asset) since the
carrying amount of the customer list exceeds its tax base (the tax base of the customer
list is nil as no amount in respect of this asset will be deductible for tax purposes in the
future against any taxable economic benefits) (IAS 12.7).
Deferred tax is not recognised on the indemnification asset since the carrying amount
and tax base of the indemnification asset is equal (the economic benefits from the
indemnification asset will not be taxable in the future) (IAS 12.7).
NCI for the year = 824 243 x 40% = 329 697 [½]
[4½]
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Italia Ltd
Total 60% NCI
At Since
At acquisition
Share capital 800 000
Retained earnings 1 050 000
Equity (contingent liability) (450 000)
Equity (machinery) 300 000
Deferred tax (81 000)
Equity (land) 100 000
Deferred tax (21 600)
Equity (indemnification asset) 180 000
Intangible asset (customer list) 175 794
Deferred tax (47 464)
2 005 730 1 203 438 802 292
Equity represented by goodwill 5 270 2 562 2 708
Consideration and NCI 2 011 000 1 206 000 805 000
Since acquisition
Current year
Comprehensive income for the year 601 876
Depreciation on machinery (75 000)
Income tax on depreciation 20 250
Legal expense 270 000
Amortisation (43 949)
Income tax on amortisation 11 866
Fair value adjustment on land 50 000
Income tax on fair value adjustment (10 800)
Total current year profit 824 243 494 546 329 697
EXAMINATION TECHNIQUE
It was not necessary to use an owners’ equity analysis in this question. Nonetheless,
one is provided for those students who use the analysis method.
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IAS 28 deals with the accounting for investments in associates and joint ventures and
specifies the use of the equity method. The accounting treatment of the investments in
associates and joint ventures in the separate financial statements of an investor is
prescribed in IAS 27. The method to follow in determining whether a joint arrangement
must be classified as a joint venture is discussed in IFRS 11 and will be covered in
learning unit 5.
OBJECTIVES/OUTCOMES
At the end of this learning unit, you should be able to do the following:
4. Apply the equity method in accounting for investments in associates and joint
ventures in the consolidated or group financial statements of the investor.
5. Account for the investment in the associate or joint venture in the separate
financial statements of the investor at cost (IAS 27.10(a)).
The following must be studied before you attempt the questions in this learning unit:
COMMENT
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EXAMPLE
On 1 January 20.17, I Ltd acquired a 30% interest in A Ltd for R200 000 and has exercised significant
influence over the financial and operating policy decisions of A Ltd from that date.
A Ltd recorded profit after tax of R500 000 and other comprehensive income after tax (revaluation
surplus) of R100 000 for the year ended 31 December 20.17.
Equity Equity
Share capital (50) Share capital (50)
Retained earnings (120) (150) Retained earnings (270)
Revaluation surplus (30) (30) Revaluation surplus (60)
Liabilities Liabilities
Long-term loan (100) Long-term loan (100)
Note 1 Note 2
Notes
1. When an investor prepares separate financial statements, it must account for investments in
associates at cost (IAS 27.10).
2. Pro forma journals are prepared in order to do equity accounting for the investment in the
associate in the group financial statements. I Ltd’s share of A Ltd’s profits and other
comprehensive income for the current and prior years must thus be recognised in the group
financial statements. The pro forma journal will be as follows:
Dr Cr
R’000 R’000
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On 1 March 20.4, Furnit-Your-World Ltd acquired 120 000 shares of Urban Drapes Ltd, a company
that manufactures and retails drapes, curtains and bedding, for an amount of R3 766 000, which was
paid in cash. Furnit-Your-World Ltd obtained control of Urban Drapes Ltd in accordance with IFRS 10
Consolidated Financial Statements. The assets and liabilities were fairly valued on the date of
acquisition. No additional assets, liabilities or contingent liabilities were identified at that date.
Furnit-Your-World Ltd has been making every effort to expand its customer base during the last year.
The company aims to be a “one-stop shop” for large corporate companies by supplying all their
furniture, curtains and electronic appliances. As a result of this objective, on 1 August 20.11, the
company purchased 75 000 shares in Digital Décor Ltd, a company that retails electronic equipment,
for an amount of R485 000 which was settled in cash. Since the need for electronic equipment in
buildings such as hotels and banks are immense, Furnit-Your-World Ltd identified this as a gap in its
market. From 1 August 20.11, Furnit-Your-World Ltd has exercised significant influence over the
financial and operating policy decisions of Digital Décor Ltd. The assets and liabilities of
Digital Décor Ltd were deemed to be fairly valued on 1 August 20.11. No additional assets or liabilities
were identified at that date. You may assume that no excess arose on the acquisition of
Digital Décor Ltd.
The following was extracted from the trial balances of Furnit-Your-World Ltd, Urban Drapes Ltd and
Digital Décor Ltd for the year ended 31 March 20.12:
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Furnit-Your-World Ltd has other equity investments (apart from its investments in Urban Drapes Ltd
and Digital Décor Ltd) but does not hold a shareholding of more than 5% in each of those investments.
Additional information
• Investments in subsidiaries and associates are measured at cost in the separate financial
statements.
• Equity investments are accounted for in accordance with IFRS 9 Financial Instruments in
its separate financial statements. Furnit-Your-World Ltd irrevocably elected to present
subsequent changes in the fair value of its equity investments in other comprehensive
income in a mark-to-market reserve.
• Other comprehensive income is disclosed net of tax in the statement of profit or loss and
other comprehensive income.
2. Dividends
Urban Drapes Ltd declared and paid a dividend on 31 May 20.11 amounting to R40 000.
Digital Décor Ltd declared and paid a dividend on 28 February 20.12 amounting to R44 000.
3. Group transactions
During June 20.11, Furnit-Your-World Ltd redecorated its offices. It purchased curtains from
Urban Drapes Ltd to the amount of R54 000 on 30 June 20.11. This was sold at a gross profit
percentage of 15% to Furnit-Your-World Ltd. Furnit-Your-World Ltd depreciates the curtains
over the useful life of six years on a straight-line basis.
During February 20.12, Urban Drapes Ltd received a large order from a customer in Swaziland.
The customer has been dealing with Urban Drapes Ltd for a number of years and prefers to deal
with this company rather than any other South African company. The customer requested
Urban Drapes Ltd to sell beds to him, in addition to the bedding required. In order to
accommodate this established customer, Urban Drapes Ltd purchased several beds from
Furnit-Your-World Ltd for an amount of R89 000 in February 20.12, at a markup of 20% on cost.
At year end, not all the beds have been delivered to Swaziland and beds to the value of R23 000
were still on hand.
From the date of acquisition, Urban Drapes Ltd purchased inventory from
Furnit-Your-World Ltd. Furnit-Your-World Ltd sold the inventory to Urban Drapes Ltd at a
markup of 25% on cost. Total sales amounted to R620 000 for the current financial year.
Inventory of R130 000 was still on hand in the records of Urban Drapes Ltd at year end.
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The retained earnings of Digital Décor Ltd amounted to R1 620 000 on 1 August 20.11.
Digital Décor Ltd earned its profits evenly throughout the year, with the exception of machinery
with a carrying amount of R90 000 that was sold on 1 August 20.11. The machinery was sold
for R93 500 to an employee. The employee settled the purchase price on 31 January 20.12 in
terms of an arrangement that he had with the company. Digital Décor Ltd recognised a profit on
the sale of machinery of R3 500, which was included in other income. You must assume that
six months is a significant amount of time.
All Digital Décor Ltd’s other comprehensive income for the 20.12 financial year was earned after
the acquisition by Furnit-Your-World Ltd.
6. Taxation
Assume an income tax rate of 27% and a capital gains tax inclusion rate of 80%. Ignore value
added tax (VAT) and dividend tax. You may assume that the income tax expense given is
correctly calculated before any adjustments related to the above information are made.
The income tax expense of Digital Décor Ltd attributable to the first four months was R80 320
and the remaining balance is attributable to the last eight months. You may assume that this is
correct and that no adjustments are necessary.
7. General
All the companies in the group have a year end of 31 March 20.12.
There have been no changes in the issued ordinary share capital of any of the companies in the
group since incorporation.
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REQUIRED
Marks
(a) Prepare the correcting and/or additional journal(s) required to account for the profit 5
or loss on sale of machinery to the employee in the separate financial statements of
Digital Décor Ltd for the year ended 31 March 20.12. Journal narrations are not
required.
(b) Prepare the consolidated statement of profit or loss and other comprehensive 33
income of the Furnit-Your-World Ltd Group for the year ended 31 March 20.12.
Income and expenditure should be presented in terms of their function.
Please note
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Profit on sale of equipment (other income) (P/L) (given) 3 500 (1)
Loss on sale of equipment (other expenses) (P/L) [C7] 443 (3)
Interest received (P/L) [C7] 3 943 (1)
Correction of sale of equipment to include interest effect
(5)
20.12
R
Revenue (16 081 250 + 6 812 500 – 54 000 [C4] – 89 000 [C1]
– 32 500 [C5]) 22 718 250 (5)
Cost of sales (12 865 000 + 5 450 000 – 89 000 [C1] + 3 833 [C1]
– 45 900 [C4] – 26 000 [C5]) (18 157 933) (3)
Gross profit 4 560 317
Other income (514 500 + 13 000 – 24 000 [C2] – 11 000 [C2]
– 2 705 [C3]) 489 795 (7)
Other expenses (1 289 000 + 412 000 – 1 013 [C4]) (1 699 987) (1)
Finance cost (104 500 + 31 600 – 2 705 [C3]) (133 395) (1)
Share of profit of associate [C6] 110 384 (12)
Profit before tax 3 327 114
Income tax expense (631 058 + 246 954 – 1 035 [C1] – 2 187 [C4] +
274 [C4] – 1 755 [C5]) (873 309) (3)
PROFIT FOR THE YEAR 2 453 805
Other comprehensive income
Items that will not be reclassified to profit or loss
Mark-to-market reserve [(333 500 – 213 600) + (16 000 – 14 800)] 121 100 (4)
Share of other comprehensive income of associate
[(12 200 – 10 700) x 25%] 375 (1)
Other comprehensive income for the year, net of tax 121 475
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 2 575 280
Total (37)
Maximum (33)
Communication skills: presentation and layout (2)
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COMMENT
Furnit-Your-World Ltd had two main equity investments during the current financial year,
an investment in a subsidiary, Urban Drapes Ltd, and an investment in an associate,
Digital Décor Ltd. In accordance with IFRS 10.B86, Furnit-Your-World Ltd will combine
its trial balance with the trial balance of Urban Drapes Ltd by combining all like items
(i.e. add the revenue of Furnit-Your-World Ltd of R16 081 250 to the revenue of
Urban Drapes Ltd of R6 812 500, etc.). In accordance with IAS 28.10,
Furnit-Your-World Ltd will apply the equity method to account for Digital Décor Ltd by
recognising its share of the profits of Digital Décor Ltd in the line item “share of profit of
associate” and the share of other comprehensive income in “share of other
comprehensive income of associate”.
CALCULATIONS
C1. Calculation of unrealised profit in inventory
Sales price of inventory on hand at year end (given) 23 000
Unrealised profit (23 000 x 20/120) 3 833 [1]
Decrease in deferred tax expense / increase in deferred tax asset
(3 833 x 27%) 1 035 [1]
[2]
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COMMENT
Closing
1 November 20.11 Capital Interest Payment
balance
Interest 31 March 20.12
(108 000 x 6,01% x 5/12) 108 000 2 705 - 110 705 [1]
Payment 31 October 20.12 110 705 3 786 (9 000) 105 491
Interest 31 March 20.13 105 491 2 642 - 108 132
Payment 31 October 20.13 108 132 3 698 (9 000) 102 831
Interest 31 March 20.14 102 831 2 575 - 105 406
Payment 31 October 20.14 105 406 3 605 (9 000) 100 011
The rounding difference of R11 is due to the rounding of the interest rate to two decimal points.
[5]
Pro forma journal (for completeness purposes only)
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J1 Interest received (P/L) 2 705
Finance cost (P/L) 2 705
Elimination of intragroup preference dividends classified as a
liability
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COMMENT
Note that the curtains will form part of Urban Drapes Ltd’s inventory as the company
sells curtains. However, in the records of Furnit-Your-World Ltd, the curtains will be
property, plant and equipment as they will be used in the company’s offices.
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COMMENT
The investor sold inventory to the associate (downstream transaction). The investor thus
made the unrealised profit in P/L and the unrealised profit is included in the inventory of
the associate. The unrealised profit thus has to be eliminated against the revenue and
cost of sales of the parent, as well as the investment in the associate (SFP) account.
The share of profit of the associate (P/L) is thus not affected. Should the associate sell
to the investor, then the unrealised profit will affect the share of profit of the associate
(P/L). Also note that the total sales and cost of sales of R620 000 related to the
intragroup sales for the year are not eliminated when an associate is involved, as only
unrealised profit is eliminated (IAS 28.28).
OR
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COMMENT
The profit or loss on the sale of equipment was recorded after the acquisition by
Furnit-Your-World Ltd. It must thus be subtracted when calculating the apportioned profit
for the eight months, as it has to be included in full and not only apportioned for eight
months.
COMMENT
For this question, the present value of the proceeds must be calculated, as it will only be
settled in six months, which is considered to be a significant period that affects the time
value of money. If a question is silent in this regard, the default time to be considered
significant is 12 months and longer.
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OBJECTIVES/OUTCOMES
At the end of this learning unit, you should be able to do the following:
2.1 The interest that non-controlling interests have in the group’s activities and
cash flows
2.2 The nature and extent of significant restrictions
2.3 The nature of the risks associated with an entity’s interests in consolidated
structured entities
2.4 The consequences of changes in a parent’s ownership interests in a
subsidiary that do not result in a loss of control
2.5 The consequences of losing control of a subsidiary during the reporting
period
3.1 The nature, extent and financial effects of an entity’s interests in joint
arrangements and associates
3.2 The risks associated with an entity’s interests in joint ventures and
associates
The following must be studied before you attempt the questions in this learning unit:
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Energise Ltd was formed in Johannesburg in 20.1 and its purpose is to sell pre-paid electricity, both
locally and internationally. Energise Ltd has acquired many interests in foreign entities and concluded
many contractual arrangements with foreign entities, due to the increasing demand for pre-paid
electricity in foreign countries.
Energise Ltd has a financial year end of 31 March. The following information is available relating to
Energise Ltd’s foreign interest:
Power LLC
On 1 April 20.4, Energise Ltd formed Power LLC, a company that is located and operated in Iran.
Energise Ltd did not acquire any of the share capital of Power LLC. A contractual arrangement was
entered into between Energise Ltd and the shareholders of Power LLC, stating that voting rights relate
to administrative tasks only and the relevant activities are directed by means of the contractual
arrangement.
Power LLC was formed in order to construct power plants in Iran. All the electricity generated will be
sold to Energise Ltd, which will sell and distribute it throughout Iran. The construction of power plants
is expected to continue until 20.24.
As a result of the current ongoing sanctions against Iran, Power LLC has been experiencing difficulties
in acquiring parts required in the construction of the power plants that have to be imported. This has
resulted in a delay in the construction of several power plants. As Power LLC cannot sell the unfinished
power plants to Energise Ltd and is still incurring operating expenses, Power LLC has almost depleted
its funds.
The initial contractual arrangement between Energise Ltd and Power LLC did not make any provision
for financial support as it was not deemed necessary at that stage. However, Energise Ltd has noted
that Power LLC requires drastic intervention. Energise Ltd provided a loan to Power LLC amounting
to R1,2 billion on 1 January 20.12. A portion of the loan was secured by the power plants and
amounted to R500 million. The remainder of the loan is unsecured. No repayments have yet been
arranged. The entire loan carries interest at 10% per annum.
Energise Ltd did not consolidate Power LLC in its consolidated financial statements for the year ended
31 March 20.12. There are currently no indications that the sanctions against Iran will be lifted.
You may assume that the terms of the contractual agreement did not meet the criteria for control in
accordance with IFRS 10, joint control in accordance with IFRS 11 or significant influence in
accordance with IAS 28.
REQUIRED
Marks
Prepare the unconsolidated structured entity note to the consolidated financial 10
statements of the Energise Ltd Group for the year ended 31 March 20.12.
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IFRS 12. As a result of the current ongoing sanctions against Iran, Power LLC
B26(f) has been experiencing difficulties in acquiring parts required in the
construction of the power plants that have to be imported. This has
resulted in a delay in the construction of several power plants and in
Power LLC's funds being depleted. (1)
IFRS 12.30 Energise Ltd granted a loan of R1,2 billion to Power LLC as a result of
the delay. The loan provided to Power LLC has no fixed repayment
terms and carries interest at 10% per annum. The capital portion of
the loan was secured by Power LLC’s power plants to the value of
R500 million. (2)
IFRS 12. Energise Ltd earned interest income (included in other income) from
B26(c) its involvement with Power LLC during the financial year. (1)
The following table summarises the carrying values recognised in the statement of
financial position and maximum exposure to loss from its involvement at
31 March 20.12 with the structured entity:
EXAMINATION TECHNIQUE
Please note that you do not have to show the references to the standard in your
suggested solution.
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Olympian Ltd was incorporated in 19.0 and provides training to a wide range of athletes intending to
compete in the Summer and Winter Olympic Games. Olympian Ltd acquired an interest in Dive Ltd.
Olympian Ltd has a 31 December financial year end. The following information is provided for Dive Ltd:
At the start of the new millennium, Olympian Ltd noted that it could no longer meet all the requirements
of all the athletes, due to an increase in the number and variety of sports events. In 20.0, four additional
synchronised diving events were introduced, resulting in Olympian Ltd purchasing 40% of the share
capital and voting rights of Dive Ltd on 1 January 20.0. From this date, Olympian Ltd had control of
Dive Ltd. All the diving training will transfer to Dive Ltd. Olympian Ltd concluded a contractual
arrangement with Dive Ltd, stipulating that Dive Ltd is prohibited from providing training to athletes
other than those of Olympian Ltd. According to the contractual arrangements, Olympian Ltd will also
receive an amount from Dive Ltd per athlete trained.
Dive Ltd has a financial year end of 28 February, due to the change in season from March, which
affects the type of swimming pool used. It is more practical for Dive Ltd to have a financial year end of
29 February 20.12, as it coincides with all of the yearly maintenance contracts, the largest expense of
Dive Ltd. Dive Ltd operates and is located in Durban. The following trial balance of Dive Ltd is
presented as at 31 December 20.11; adjustments have been made to align with the financial year end
of Olympian Ltd and no additional adjustments are required:
Profit for the period 1 January 20.11 to 31 December 20.11 (850 400)
Gain on revaluation of land (10 800)
Revaluation surplus – 1 January 20.11 (43 200)
Dividend paid on 31 December 20.11 100 000
Property, plant and equipment 1 200 000
Trade and other receivables 550 000
Cash and cash equivalents 300 000
Long-term loan (750 000)
Deferred tax liability (21 000)
Trade and other payables (474 600)
The accumulated non-controlling interests of Dive Ltd in the consolidated financial statements of
Olympian Ltd amounted to R960 300 at 1 January 20.11.
Revenue amounting to R1 520 000 was recorded for the current financial year.
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REQUIRED
Marks
Prepare the investment in Dive Ltd note to the consolidated financial statements of 17
the Olympian Ltd Group for the year ended 31 December 20.11.
Please note
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A contractual arrangement stipulates that all diving training provided to Olympian Ltd's (1)
athletes will transfer to Dive Ltd. Dive Ltd is prohibited from providing training to
athletes other than those of Olympian Ltd according to the contractual arrangement. (1)
Olympian Ltd receives an amount from Dive Ltd for every athlete trained. Due to these
conditions, Olympian Ltd is deemed to have control of Dive Ltd, even though it holds (1)
only 40% of the voting rights of Dive Ltd.
Dive Ltd has a financial year end of 29 February. The reason for the different financial (1)
year end is due to the change in season from March, which affects the type of
swimming pool used. It is more practical for Dive Ltd to have a financial year end of (1)
29 February, as it coincides with all the yearly maintenance contracts, the largest
expense for Dive Ltd (IFRS 12.11)
Summarised financial information of Dive Ltd for the year ended 31 December 20.11:
COMMENT
All of the above information is disclosed in terms of IFRS 12.7(a), IFRS 12.9(b) and
IFRS 12.11 to .12.
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QUESTION 1 40 marks
Top Blinds Ltd is a company that specialises in the manufacturing and installation of blinds and security
shutters. Top Blinds Ltd is listed on the Johannesburg Stock Exchange and has a 31 December year
end.
On 1 March 20.18, Top Blinds Ltd acquired a 55% controlling interest in Bamboo Ltd. Bamboo Ltd
supplies eco-friendly and sustainable products to manufacture bamboo blinds.
Top Blinds Ltd will be settling the purchase price at the dates as specified below:
All the assets and liabilities of Bamboo Ltd were deemed to be fairly valued at the acquisition date with
the exception of the following:
• Inventory was overvalued with R72 000. At 31 December 20.18, 70% of the inventory was sold
to unrelated third parties.
• Bamboo Ltd has a unique customer list that consists of detailed information about customers.
The customer list’s terms of confidentiality prohibit Bamboo Ltd from selling this list. The fair
value of the customer list on 1 March 20.18 amounted to R330 000. The customer list has an
indefinite useful life.
• Bamboo Ltd manufactures bamboo blinds that have a unique shape. Before the date of
acquisition, Bamboo Ltd incurred development cost of R220 000 for the development of a trade
dress (unique colour, shape and package design) for these blinds. Bamboo Ltd expensed this
development cost when incurred. The registration of the trade dress was not finalised at the date
of acquisition and the fair value was therefore estimated as R245 000 on 1 March 20.18. On
1 March 20.18, it is expected that this trade dress will have a useful life of five years. The trade
dress was registered on 31 May 20.18. Bamboo Ltd obtained the official valuation report on this
day, which indicated that the fair value of the trade dress amounted to R280 000.
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• On 1 March 2018, a liability with a fair value of R195 000 was correctly recognised in the
consolidated financial statements of the Top Blinds Ltd Group in accordance with IFRS 3.
This liability relates to a legal claim instituted against Bamboo Ltd. The previous shareholders
agreed to reimburse Top Blinds Ltd for 45% of the damages payable if the legal claim against
Bamboo Ltd is successful. The claim will not be deductible for taxation purposes should it be
successful. The fair value of the contingent liability remained unchanged at year end.
No additional assets, liabilities or contingent liabilities were identified at the acquisition date.
Bamboo Ltd revalued its investments in equity instruments on 28 February 20.18. This was the only
revaluation on investments in equity instruments that Bamboo Ltd performed during the current
financial year.
Since the date of the acquisition, Top Blinds Ltd has been selling inventory to Bamboo Ltd at a profit
of 20% on cost. Inventory purchased from Top Blinds Ltd, still on hand at year end amounted to
R185 700. Total sales from Top Blinds Ltd to Bamboo Ltd for the current financial year amounted to
R320 000. Included in the separate records of both Top Blinds Ltd and Bamboo Ltd on
31 December 20.18, is an amount of R77 800 that Bamboo Ltd still owes Top Blinds Ltd for inventory
purchased on 31 December 20.18.
On 1 August 20.18, Top Blinds Ltd sold equipment with a carrying amount of R110 500 to Bamboo Ltd
for R150 000. The equipment had a remaining useful life of three years on that date.
Safe Shutters Ltd is a well-established company that manufactures quality security shutters.
On 1 July 20.17, Top Blinds Ltd acquired a 30% interest in Safe Shutters Ltd for a cash consideration
of R200 000, as well as the transfer of equipment. The equipment transferred to Safe Shutters Ltd at
the date of acquisition had a carrying amount of R90 000 and a fair value of R115 000 on 1 July 20.17.
This equipment had a remaining useful life of three years on 1 July 20.17. In addition to the cash
payment of R200 000, Top Blinds Ltd also paid lawyers’ fees of R10 000 on 1 July 20.17. From
1 July 20.17, Top Blinds Ltd exercised significant influence over the financial and operating policy
decisions of Safe Shutters Ltd. Safe Shutters Ltd’s equity consisted of the following on 1 July 2017:
All the assets and liabilities of Safe Shutters Ltd were deemed to be fairly valued at the acquisition
date and no additional assets or liabilities were identified.
During the current financial year, Safe Shutters Ltd sold inventory to Top Blinds Ltd at a gross profit
percentage of 25%. Included in Top Blinds Ltd’s inventory on hand on 31 December 20.18 is inventory
amounting to R130 000 in respect of purchases from Safe Shutters Ltd.
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Top Blinds Ltd is in the process of incorporating a new company, ABC Logistics Ltd. In accordance
with its proposed memorandum of incorporation, ABC Logistics Ltd’s agreed purpose will be to perform
administrative and operational activities necessary to run a delivery scheme for Top Blinds Ltd. In
accordance with this scheme, 100 employees of Top Blinds Ltd will become shareholders and
employees of ABC Logistics Ltd. Top Blinds Ltd plans to acquire 40% of the ordinary share capital and
voting rights of ABC Logistics Ltd. The remaining 60% of the ordinary share capital will be allocated
equally between the 100 employees. Each ordinary share confers one voting right to the shareholder.
The 100 employees have an agreement to vote in unison.
The relevant activities of ABC Logistics Ltd will include the following:
As per the memorandum of incorporation of ABC Logistics Ltd, the managing director can make all
decisions relating to the operations of the company (including those relating to the activities described
above), except for selecting the insurance and maintenance companies that should be used by
ABC Logistics Ltd. Top Blinds Ltd will have the right to select the insurance and maintenance
companies which ABC Logistics Ltd should use.
Mr J Jonas, one of the employees, was elected managing director by a majority vote of the other
employees.
The following is an extract from the separate trial balances of the different companies as at
31 December 20.18:
Top Blinds Bamboo Safe Shutters
Ltd Ltd Ltd
R R R
Dr/(Cr) Dr/(Cr) Dr/(Cr)
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Additional information
1. It is the accounting policy of Top Blinds Ltd to account for investments in subsidiaries and
investments in associates at cost in accordance with IAS 27.10(a) in its separate financial
statements.
2. It is the accounting policy of all the companies in the Top Blinds Ltd Group to account for all
other investments in equity instruments in accordance with IFRS 9 Financial Instruments. All the
companies in the Top Blinds Ltd Group have irrevocably elected to present subsequent changes
in the fair value of these investments in other comprehensive income in a mark-to-market
reserve.
3. All the companies in the Top Blinds Ltd Group have a 31 December year end.
4. The fair value of the ordinary shares of Top Blinds Ltd was R22 per share on 1 March 20.18.
5. Assume that the profits of all the companies in the Top Blinds Ltd Group accrued evenly
throughout the respective years.
7. You can correctly assume that a consolidated deferred tax liability was recognised in the
consolidated financial statements of the Top Blinds Ltd Group for the year ended
31 December 20.18.
8. There were no changes in the issued ordinary share capital of Bamboo Ltd or Safe Shutters Ltd.
9. It is the accounting policy of all the companies in the Top Blinds Ltd Group to account for plant
and equipment according to the cost model, and land according to the revaluation model in terms
of IAS 16 Property, Plant and Equipment.
10. Top Blinds Ltd elected to measure non-controlling interests at the proportionate share of the
acquiree’s net identifiable assets at the acquisition date for all acquisitions.
11. Assume an income tax rate of 27% and a capital gains tax (CGT) inclusion rate of 80%. Ignore
value added tax (VAT) and dividend tax.
12. The acquisitions of the subsidiaries also met the definition of acquiring a business, as defined in
IFRS 3 Business Combinations.
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REQUIRED
Marks
(a) Prepare only the assets section of the consolidated statement of financial position 29
of the Top Blinds Ltd Group as at 31 December 20.18.
(b) Discuss, with reasons, how the customer list of Bamboo Ltd should be accounted 3
for in the consolidated financial statements of the Top Blinds Ltd Group.
(c) Discuss, with reasons, whether Top Blinds Ltd will have power over 6
ABC Logistics Ltd.
Please note
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(a) Prepare only the assets section of the consolidated statement of financial position
R
ASSETS
Non-current assets
Property, plant and equipment [C1] 5 358 356 (3)
Investments in equity instruments (672 950 + 765 800) 1 438 750 (1)
Intangible assets [C2] 233 333 (2)
Investment in associate [C3] 548 793 (8)
Goodwill [C4] 153 516 (15)
7 732 748
Current assets
Trade receivables [C7] 1 231 935 (1)
Inventory [C8] 1 762 850 (3)
Cash and cash equivalents (286 340 + 158 530) 444 870
Indemnification asset (195 000 x 45%) 87 750 (1)
3 527 405
Total assets 11 260 153
Total (34)
Maximum (29)
Communication skills: presentation and layout (1)
EXAMINATION TECHNIQUE
It is important to remember to transfer the answer you get in the calculations to your
solution. No marks were allocated in this question to students who calculated goodwill
but did not reflect it in the solution. Furthermore, only the assets section was required,
therefore do not waste time completing other sections.
(b) Discuss, with reasons, how the customer list of Bamboo Ltd should be accounted for in
the consolidated financial statements of the Top Blinds Ltd Group
Customer lists
Top Blinds Ltd must recognise, separately from goodwill, the identifiable intangible assets
acquired in a business combination (IFRS 3.B31). (1)
Top Blinds Ltd has a unique customer list and as customer lists are frequently licensed, it
meets the separability criterion. It is also standard practice in the industry to license customer
lists. (1)
The terms of confidentiality of Bamboo Ltd’s customer list prohibits Bamboo Ltd from selling
this list. This customer list would thus not meet the separability criterion, as the list cannot be
sold (IFRS 3.B33).
(1)
Top Blinds Ltd will thus not account for this list in its consolidated financial statements, as it is
not identifiable and does not meet the separability or contractual-legal criterion. (1)
Total (4)
Maximum (3)
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(c) Discuss, with reasons, whether Top Blinds Ltd will have power over ABC Logistics Ltd
Relevant activities
ABC Logistics Ltd will be incorporated with the ability to conduct the following relevant
activities: (1)
• arranging financing to fund the purchase of operating assets
• acquiring operating assets to be used by the employees
• obtaining insurance and maintenance for the operating assets
Existing rights
Although Top Blinds Ltd has voting rights, it does not possess a majority of voting rights as
it plans to only acquire 40% of the ordinary share capital and voting rights. However, Top
Blinds Ltd can have power even if it holds less than a majority of the voting rights. (1)
As per the memorandum of incorporation of ABC Logistics Ltd, Mr J Jonas, the managing
director, can make all decisions relating to the operations of the company, except for
selecting the insurance and maintenance companies that should be used by
ABC Logistics Ltd, which resides with Top Blinds Ltd. (1)
The design of ABC Logistics Ltd therefore confers the significant decision-making rights over
the majority of relevant activities to the managing director and not to Top Blinds Ltd. The
managing director is appointed by the employees and not by Top Blinds Ltd. (1)
The rights held by Top Blinds Ltd in respect of insurance and maintenance service providers
are not seen as key in comparison with the other relevant activities and appear to be a
protective right in order to ensure that the operating assets of ABC Logistics Ltd are properly
maintained. (1)
Conclusion
Top Blinds Ltd will not have power over ABC Logistics Ltd as it will not have existing rights
to direct the relevant activities of ABC Logistics Ltd. (1)
Total (7)
Maximum (6)
Communication skills: logical flow and conclusion (1)
CALCULATIONS
Top Blinds Ltd plus Bamboo Ltd (3 000 580 + 2 391 790) 5 392 370 [1]
Unrealised profit in closing equipment of Bamboo Ltd
(150 000 – 110 500) (39 500) [1]
Realisation of unrealised profit in equipment (39 500/3 x 5/12) 5 486 [1]
5 358 356
[3]
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Trade dress (IFRS 3 recognition at acquisition of Bamboo Ltd) 280 000 [1]
Customer list (cannot be sold) (see part (b)) -
Amortisation of trade dress (280 000/5 x 10/12) (46 667) [1]
233 333
[2]
Cost of investment (200 000 + 10 000 [IAS 28.10 E2] + 115 000) 325 000 [1]
Excess at acquisition [(1 133 560 x 30%) – 325 000] 15 068 [1]
Recognition of opening equity [(940 610 – 783 160) x 30%] 47 235 [1]
C4. Goodwill
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Top Blinds Ltd plus Bamboo Ltd (899 450 + 410 285) 1 309 735
Elimination of intragroup trade receivables (77 800)
1 231 935
[1]
C8. Inventory
Top Blinds Ltd plus Bamboo Ltd (944 550 + 880 600) 1 825 150
IFRS 3 adjustment (acquisition of Bamboo Ltd) (72 000)
70% of inventory above sold at year end (72 000 x 70%) 50 400 [1]
Unrealised profit in closing inventory of Bamboo Ltd (Top Blinds Ltd sold
to Bamboo Ltd) (185 700 x 20/120) (30 950) [1]
Unrealised profit in closing inventory of Top Blinds Ltd (Safe Shutters Ltd
sold to Top Blinds Ltd) (130 000 x 25% x 30%) (9 750) [1]
1 762 850
[3]
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Current year
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QUESTION 2 40 marks
Oneity Ltd (Oneity) is a retail holding company listed on the Johannesburg Stock Exchange (JSE)
based in South Africa. The Oneity group has an extensive global footprint comprising 400 stores in
ten countries and specialises in retail sectors such as household appliances, furniture and fashion
apparel.
• The Oneity group prepares its financial statements in accordance with International Financial
Reporting Standards (IFRSs).
• The Oneity group earlier adopted IFRS 16 Leases for the financial year ended
28 February 20.19.
• All companies have a 28 February year end.
Shareholders Shareholding
VestBid Ltd is a private equity firm with a diversified investment portfolio 30%
Mr Lace (COO of UBA) and Mr Trainer (CEO of Oneity), each held a 35%
equity interest in UBA 70%
100%
The purchase agreement stipulated that specified assets and liabilities of UBA were to be transferred
to Oneity on 1 March 20.18. Oneity therefore obtained control, as defined in IFRS 10 Consolidated
Financial Statements, over these assets and liabilities on this date. The takeover also met the
definition of acquiring a business, as defined in IFRS 3 Business Combinations.
The financial accountant of Oneity, on instruction of Mr Trainer, processed journal entry JNL: NR-458
for 20.19 to account for the acquisition of the specified assets and liabilities of UBA.
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JNL: NR-458
Notes Dr Cr
Financial
Account description statement R’000 R’000
Property, plant and equipment SFP 1 10 000
Investment property SFP 2 6 550
Intangible assets: Goodwill SFP 3 4 500
Non-current assets held for sale SFP 4 7 500
Inventory SFP 5 29 700
Bank and cash (R14 800 000 – R325 000 –
R900 000 – R5 500 000) SFP 6; 8; 9; 12 8 075
Right-of-use asset SFP 7 1 650
Intangible assets: Workforce (R3 500 000 +
R5 500 000) SFP 8 9 000
Share issue cost P/L 9 900
Intangible assets: Legal fees incurred SFP 12 325
Gain on bargain purchase (balancing figure) P/L 9 160
Lease liability SFP 7 1 760
Share capital (300 000 x R253
[25 300 cents]) SCE 9 75 900
Provision: Earn-out bonus SFP 10 3 100
Provision: Contingent payment SFP 11 5 000
Provision: Claim from customer SFP 13 1 600
Acquisition of UBA 87 360* 87 360*
1. UBA’s property, plant and equipment consist of several buildings and equipment and a piece
of owner-occupied land. All of these assets were considered to be fairly valued in terms of IFRS
3 at the acquisition date, except for the owner-occupied land. This land is currently held for
industrial use as a site for one of UBA’s factories. Similar sites have recently been developed
into office buildings. On the acquisition date, the land in question had no restrictions to prevent
it from being developed into office buildings. The fair value of all UBA’s property, plant and
equipment amounted to R10 million (if the site were to be held for industrial use) and
R12 million (if the site were to be developed into office buildings) on the acquisition date.
2. The investment property is an office building, which was subject to a market-related lease
agreement between Oneity and UBA. The lease came to an end on 28 February 20.18. Oneity
leased the building from UBA for office space and will continue to use it for this purpose. The
carrying amount of this building in the separate financial statements of UBA on the acquisition
date did not materially differ from its fair value.
3. The goodwill recognised is a result of a previous business combination between UBA and an
unrelated third party a number of years ago. The goodwill has never been impaired.
4. The non-current assets held for sale consist of a factory building that was correctly classified
as a non-current asset held for sale in terms of IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations. The estimated cost to sell is R250 000 and the fair value of the factory
building was R7 500 000 on the acquisition date. Oneity intends to sell the building within
12 months.
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5. The inventory balance is correctly reflected at the lower of cost and net realisable value in
accordance with IAS 2 Inventories and this value approximates the fair value of the inventory on
the acquisition date.
6. The bank and cash of UBA at the acquisition date were R14 800 000 (favourable balance).
7. The right-of-use asset and corresponding lease liability are a result of a lease agreement
between UBA and an unrelated third party and the amounts reflected are based on the original
contract. Per the lease agreement, UBA leases a number of specialised machines that are used
in the supply chain process. The lease agreement does not qualify for the recognition exceptions
stipulated in IFRS 16.5. On the acquisition date, the remaining lease term amounted to four
years and the correctly calculated present value of the remaining lease payments, as if this lease
were a new lease on the acquisition date, amounted to R1 850 000. UBA’s lease payments are
higher than what market participants are currently paying. On the acquisition date, the fair value
of this “off-market” component amounted to R292 000.
8. The purchase agreement stipulates that UBA’s key personnel and executives (an assembled
workforce) would be employed by Oneity subsequent to the takeover. Mr Trainer valued this
workforce at R3 500 000 on the acquisition date. Oneity was required to pay retrenchment
packages of R5 500 000 in cash on 1 March 20.18 to the employees not employed by Oneity
after the takeover.
9. The purchase consideration was settled by Oneity with an immediate cash payment of
R32 400 000 to UBA on 1 March 20.18. In addition, Oneity issued 300 000 ordinary shares on
8 March 20.18. Oneity incurred share issue cost amounting to R900 000 on the issue date.
Oneity’s share price was as follows on the relevant dates:
10. An earn-out bonus of R3 500 000 will be payable to Mr Lace on 28 February 20.21 if he were to
remain in the employ of Oneity until that date. If he were to resign before that date, the bonus
will be forfeited. The fair value of the earn-out bonus was reliably determined to be R3 100 000
on the acquisition date.
11. Cash payments of R2 500 000 each are payable to Messrs Lace and Trainer, in the event of
Oneity’s price-earnings multiple (P/E ratio) exceeding 18 by 28 February 20.21. The fair value
of these further payments was reliably determined as being R4 600 000 in total on the acquisition
date.
12. Oneity incurred legal fees amounting to R325 000 in drafting the purchase agreement, which it
paid in cash on the acquisition date.
13. On the acquisition date, the following facts were identified from the draft separate financial
statements of UBA for 20.18:
• UBA expensed an amount of R1 900 000 incurred with the development and registration
of a patent for a specific appliance developed and manufactured by the company during
20.18 as it did not meet the requirements for recognition as an intangible asset per IAS 38
Intangible Assets. Oneity’s management decided not to continue using the patent. A fair
value could reliably be placed on the patent and amounted to R1 200 000 on the
acquisition date.
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• An amount of R1 800 000 was correctly disclosed as a contingent liability in terms of IAS 37
Provisions, Contingent Liabilities and Contingent Assets. The contingent liability is a result
of a claim from a customer who was allegedly injured using an UBA appliance. The
classification as a contingent liability was based on the fact that only a possible obligation,
as defined in terms of IAS 37.10, existed at the end of 20.18. This conclusion was still
applicable and correct at the acquisition date as none of the circumstances, which resulted
in the conclusion, had changed. The fair value of this contingent liability was reliably
determined to amount to R1 600 000 on the acquisition date.
Additional information
• All items of property, plant and equipment are accounted for on the cost model in terms of
IAS 16 Property, Plant and Equipment.
• All intangible assets are accounted for on the cost model in terms of IAS 38.
• All items of investment property are accounted for on the fair value model in terms of IAS 40
Investment Property.
• Ignore any tax consequences.
(SAICA – adapted)
COMMENT
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REQUIRED
Marks
Discuss any concerns you have relating to the recognition and measurement of the various 39
elements of the accounting entry (JNL: NR-458).
Please note
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Discuss any concerns you have relating to the recognition and measurement of the various
elements of the accounting entry (JNL: NR-458).
As there are no restrictions in developing the land for a site of office buildings, this would
be its highest and best use. (1)
The property, plant and equipment should therefore be measured at the fair value of
R12 000 000 on the acquisition date and not R10 000 000. (1)
2. Investment property
The recognition of the office building as investment property is incorrect because, in
terms of IFRS 3.15, at the acquisition date the acquirer should classify or designate the
identifiable assets acquired and the liabilities assumed as necessary to apply other
IFRSs. (1)
Since the building will be used by Oneity for office space (administrative purposes), it
becomes owner occupied in terms of IAS 40.5. (1)
The building should therefore be recognised as property, plant and equipment in terms
of IAS 16 on the acquisition date and should not be recognised as investment property
in terms of IAS 40. (1)
The goodwill is not identifiable since it is not separable, nor does it arise from contractual
or other legal rights. (1)
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The non-current assets held for sale should therefore be measured at fair value less
cost to sell of R7 250 000 (R7 500 000 – R250 000) on the acquisition date and not the
fair value of R7 500 000. (1)
The lease liability should therefore be measured at R1 850 000 on the acquisition date
and not R1 760 000. (1)
As UBA’s lease payments are higher than what market participants are currently paying,
the “off-market” component of R292 000 is unfavourable. (1)
The right-of-use asset should therefore be measured at R1 558 000 (R1 850 000 –
R292 000) on the acquisition date and not R1 650 000. (1)
The amount paid should therefore be recognised as an expense in profit or loss when it
is incurred and should not be recognised as an intangible asset on the acquisition date. (1)
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The incorrect price was used to measure the ordinary shares issued as part of the
consideration transferred because, in terms of IFRS 3.37, the acquirer should measure
the consideration transferred at the acquisition date at fair value – this includes equity
instruments issued by the acquirer. (1)
The issue of the share capital should therefore be measured at R252 (25 200 cents)
per share (i.e. the unadjusted quoted price on the JSE) on the acquisition date and not
R253 (25 300 cents) per share. The issue of the share capital should therefore be
measured at R75 600 000 (300 000 x R252) and not R75 900 000. This is because
control, in terms of IFRS 10, was obtained on 1 March 20.18, irrespective of the fact
that Oneity issued the shares on 8 March 20.18. (1)
The share issue cost of R900 000 should therefore be recognised directly in equity
(debited to share capital) and should not be expensed in profit or loss. (1)
Since the earn-out bonus is dependent on Mr Lace still being in the employ of Oneity on
28 February 20.21, the earn-out bonus should be recognised as a separate expense as
the services are being rendered by Mr Lace and should not be recognised as a provision
on the acquisition date. (1)
The additional payment should therefore be measured at its fair value of R4 600 000 on
the acquisition date and not an amount of R5 000 000. (1)
The legal fees should therefore be recognised as an expense in profit or loss when it is
incurred and should not be recognised as an intangible asset on the acquisition date. (1)
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The patent is identifiable since it is registered, that is, it arises from a contractual right. (1)
The fact that Oneity does not intend to use the patent going forward is irrelevant. The
fair value is determined on what market participants are willing to pay to transfer the
asset (IFRS 13.9). (1)
Although the fair value of the contingent liability could be determined reliably at
R1 600 000, no present obligation existed at the acquisition date and the contingent
liability should therefore not be recognised as a provision on the acquisition date. (1)
Based on the entry provided, goodwill should have been recognised and not a gain from
a bargain purchase. (1)
The amount is also incorrect as a result of the errors and concerns noted above. (1)
Total (40)
Maximum (39)
Communication skills: clarity of expression; appropriate style (1)
EXAMINATION TECHNIQUE
The recalculation of goodwill or gain on bargain purchase and correction journal entries
were not required. Do not provide the solution that was not required. Providing a theory
reference without application and highlighting concerns without supporting reasons do
not earn marks.
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QUESTION 3 40 marks
Massmark Ltd is a South African-based globally competitive regional management group that is listed
on the Johannesburg Stock Exchange. Massmark Ltd invested in a portfolio of diversified,
complementary, focused wholesale and retail businesses. Massmark Ltd is the second-largest
distributor of consumer goods in Africa, the leading retailer of general merchandise, liquor and home-
improvement equipment and supplies, and the leading wholesaler of basic foods.
The financial year end of the Massmark Ltd Group and all the companies in the group is 31 December.
DionLink Ltd
On 1 August 20.19, Massmark Ltd acquired a 60% interest in the ordinary share capital of
DionLink Ltd, a retailer of electronics and appliances. As a result of this acquisition, Massmark Ltd
obtained control over DionLink Ltd as from 1 August 20.19 as defined in IFRS 10 Consolidated
Financial Statements.
Ojewa Keng, the group accountant, has prepared the analysis of equity of DionLink Ltd at the
acquisition date in preparation for the consolidation procedures for the year ended
31 December 20.19. You may assume that all amounts are correct, except as stated otherwise.
60% 40%
Notes Total At NCI
R R R
At acquisition
Net asset value as at 1 August 20.19 1 1 209 500 725 700 483 800
Inventory 2 95 000 57 000 38 000
Deferred tax adjustment 2 (25 650) (15 390) (10 260)
Land fair value adjustment 3 23 000 13 800 9 200
Deferred tax adjustment 3 (4 968) (2 981) (1 987)
1 296 882 778 129 518 753
Equity represented by goodwill 8 035 98 121 (90 086)
Consideration and NCI 4; 4.7 1 304 917 876 250 428 667
All the assets and liabilities of DionLink Ltd were deemed to be fairly valued, except where advised
otherwise in the notes below. Furthermore, no additional assets, liabilities or contingent liabilities were
identified on the acquisition date, except as provided for in the notes below.
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Notes
1. Ojewa Keng calculated the net asset value of DionLink Ltd as at 1 August 20.19 as follows:
Sub R
notes
Ordinary share capital (10 000 issued ordinary shares) 1.1 800 000
Retained earnings 1.2 220 000
Revaluation surplus 62 000
Preference share capital 1.3 127 500
1 209 500
1.1 There were no changes to the ordinary share capital of DionLink Ltd for the year ended
31 December 20.19.
1.2 The balance of the retained earnings amounting to R220 000 was as reported in the interim
financial statements of DionLink Ltd for the interim period ended 30 June 20.19. The
retained earnings balance was correctly calculated in the interim financial statements. Due
to the negative impact of the international trade war on the sale of electronic consumer
goods, DionLink Ltd had a loss of R38 000 for the period 1 July 20.19 to 31 December
20.19. DionLink Ltd declared an interim dividend of R27 000 on 25 July 20.19. The interim
dividend was paid on 15 August 20.19.
1.3 The equity of DionLink Ltd as at 1 August 20.19 consisted of 11%, 1 500 issued preference
shares at a nominal value of R85 per share. The preference shares give their holders a
right to a preferential dividend in priority to the payment of any dividend to the holders of
ordinary shares. The preference shareholders are only entitled to receive a repayment of
the nominal value of the preference share upon liquidation of DionLink Ltd and do not have
any further rights on liquidation. Preference shareholders do not have any voting rights.
The fair value of the preference shares amounted to R105 per share on 1 August 20.19.
2. Included in the inventory balance of DionLink Ltd as at 1 August 20.19 was a net realisable value
of R95 000 relating to mobile devices manufactured by a well-known international manufacturer
and distributor of mobile devices, Heiwau. The ongoing international trade war raised an
expectation that there would be a trade ban on the trade of an Android operating system that is
used by Heiwau mobile devices with effect from 31 December 20.19, thus rendering the mobile
devices obsolete. As a result, Massmark Ltd could not reliably determine the fair value of this
inventory as at 1 August 20.19.
On 15 January 2020, an independent market expert reliably measured the fair value of the
Heiwau mobile devices as at 1 August 20.19 at R58 634. DionLink Ltd did not remeasure the
inventory in its separate financial statements.
3. The property, plant and equipment balance of DionLink Ltd reflected in the interim financial
statements for the interim period ended 30 June 20.19 included land with a carrying amount of
R150 000. The fair value of this land was R173 000 as at 1 August 20.19 and DionLink Ltd
remeasured the land in its separate financial statements on that date.
On 15 November 20.19, DionLink Ltd entered into discussions with an unrelated third-party entity
for the disposal of the land. An agreement was reached on 1 December 20.19 to dispose of the
land to the unrelated third-party entity for a fair valued consideration of R200 000.
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4. The consideration and cost relating to the acquisition of the investment in DionLink Ltd were
calculated as follows by Ojewa Keng:
Sub R
notes
4.1 A cash payment of R300 000 was made on 1 August 20.19 to the transacting attorneys.
Massmark Ltd appointed KPG Services Ltd, a company that specialises in business
combinations to assist with the structuring of the arrangement. The cost related to the
services provided by KPG Services Ltd amounted to R25 400 and was included in the
cash payment made to the transacting attorneys.
4.2 On 1 August 20.19, Massmark Ltd issued 1 550 R85 debentures. The interest on the
debentures is payable annually in arrears at a nominal interest rate of 8,25% per annum.
A fair discount rate on similar debentures amount to 10,75% per annum on the date of
issue. The debentures will be settled in cash on 30 July 2024.
4.3 Massmark Ltd transferred office furniture with a carrying amount of R50 000 and a fair
value of R65 000 to the previous shareholders of DionLink Ltd. The office furniture was
correctly derecognised in the asset register of DionLink Ltd on 1 August 20.19.
4.4 Massmark Ltd issued 800 of its ordinary shares to the shareholders of DionLink Ltd on
1 August 20.19 when the share price of each share was R250. The ordinary shares were
registered on 11 August 20.19 when the shares were valued at R275 each. Massmark Ltd
incurred share issue cost amounting to R22 390 with regard to the issue of the
800 ordinary shares. The share issue cost of R22 390 was included in the cash payment
made to the transacting attorneys on 1 August 20.19.
4.5 DionLink Ltd has committed to refund Massmark Ltd R64 000 on 31 December 20.19
should the operating profit for the four months ending 30 November 20.19 not increase by
11%. The fair value of this consideration amounted to R43 000 on 1 August 20.19 taking
into account all possible outcomes. During the four months ended 30 November 20.19,
there was a lot of uncertainty in the worldwide economic environment particularly with
regard to the electronic consumer goods, thus the operating profit only increased by 7,5%.
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4.6 On 1 August 20.19, Massmark Ltd entered into an agreement with Dion Linker, CEO,
founder and majority shareholder of DionLink Ltd. Massmark Ltd views Dion Linker as key
to the value of DionLink Ltd. The agreement sought to incentivise Dion Linker to remain
with DionLink Ltd after the acquisition by Massmark Ltd for at least six months.
Massmark Ltd paid Dion Linker R65 000 on 1 August 20.19 in line with this agreement,
further agreeing that Dion Linker does not have to repay this amount should he resign at
any time after 1 August 20.19. Dion Linker resigned as CEO of DionLink Ltd on
15 December 20.19 with immediate effect. Ojewa Keng accounted for this as a
measurement period adjustment.
4.7 The fair value of the non-controlling interests of the ordinary share capital amounted to
R428 667 as at 1 August 20.19.
Marko Ltd
Marko Ltd is an upcoming retail store that offers consumer foods, the latest electronics, houseware,
outdoor equipment and liquor in its stores in Johannesburg, Bloemfontein and Durban. The head office
of Marko Ltd is in Johannesburg.
The extract of the preliminary trial balance of Marko Ltd as at 31 December 20.19 contained the
following balances, which may be accepted as correct, except where stated otherwise.
Dr/(Cr)
R
Massmark Ltd acquired 25 000 ordinary shares in Marko Ltd on 1 August 20.19 and exercised
significant influence over the operating and financial policy decisions of Marko Ltd from that date.
The purchase consideration amounted to R120 000. You may assume that an excess arose on the
acquisition of Marko Ltd.
All the assets and liabilities of Marko Ltd were deemed to be fairly valued on the date of acquisition,
except for land and trade receivables, which were undervalued by R81 500 and R57 500, respectively.
No additional assets or liabilities were identified at the acquisition date. The trade receivables were
still outstanding at year end.
An independent sworn appraiser valued the land upwards by R100 000 on 31 December 20.19.
Marko Ltd accounted for this revaluation in its separate financial statements for the year ended
31 December 20.19.
The fair value of the shares of Marko Ltd amounted to R7,45 per share on 31 December 20.19.
The investment in Marko Ltd is material to Massmark Ltd. No dividends were declared by Marko Ltd
during the current financial year.
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Additional information
1. Income and expenses accrued evenly throughout the 20.19 financial year.
2. It is the accounting policy of Massmark Ltd to account for investments in subsidiaries and
investments in associates at cost in its separate financial statements.
3. Massmark Ltd elected to measure non-controlling interests at fair value on the acquisition date
for all acquisitions.
4. Assume a normal income tax rate of 27% and a capital gains tax (CGT) inclusion rate of 80%.
Ignore the effects of dividend tax and value added tax (VAT).
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REQUIRED
Marks
(a) Discuss all considerations relating to the recognition and measurement of the various 26
elements of the acquisition of DionLink Ltd in the preparation of the consolidated
financial statements of the Massmark Ltd Group for the year ended
31 December 20.19.
Please note
(b) Prepare the investment in associate note to the consolidated financial statements of 12
the Massmark Ltd Group for the year ended 31 December 20.19.
Please note
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(a) Discuss all considerations relating to the recognition and measurement of the various
elements of the acquisition of DionLink Ltd in the preparation of the consolidated
financial statements of the Massmark Ltd Group for the year ended 31 December 20.19.
1. General
On 1 August 20.19 Massmark Ltd acquired 60% of the ordinary shares of DionLink Ltd
and obtained control thereof. (1)
The principles of IFRS 3 will be applied in accounting for the purchase transaction of
DionLink Ltd on 1 August 20.19 as the transaction meets the definition of a business
combination. (1)
Massmark Ltd will apply the acquisition method at the acquisition date on
1 August 20.19 as detailed in the paragraphs below. (1)
Massmark Ltd should recognise and measure all identifiable assets acquired and the
liabilities assumed in the business combination at their acquisition date fair values. (1)
The preference shares give their holders a right to a preferential dividend in priority to
the payment of any dividend to the holders of ordinary shares. Therefore, the
preference dividend should also be taken into account when calculating the retained
earnings as at 1 August 20.19. The accrual amount that should be deducted from
retained earnings is R1 169 [(1 500 x 85) x 11% x 1/12]. (1)
DionLink Ltd declared an interim dividend of R27 000 on 25 July 20.19. This amount
should be deducted from retained earnings to calculate the retained earnings as at
1 August 20.19. The correct retained earnings balance should be R185 498 [C1] as at
the acquisition date. (1)
The revaluation surplus was correctly included in the net asset value as R62 000 as
at 1 August 20.19. (1)
COMMENT
It is important to note the date at which the retained earnings balance was given (i.e.
30 June 2019). It therefore does not include the profit/loss for July. The loss for July
must be included in the retained earnings balance to attain the correct retained earnings
balance at the acquisition date.
To do this correctly you should note that the loss given is for six months. You should
then calculate the portion of one month of the six months and not 12 months.
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The total owner's equity must be allocated between the different classes of capital in
accordance with the particular rights attached to each in order to (1)
• identify the equity of the subsidiary attributable to the total investment of the parent;
and
• determine the total interest of the non-controlling interests (where applicable).
The preference share capital of R127 500 (1 500 x 85) should not be included in the
calculation of the goodwill or gain on bargain purchase of DionLink Ltd as at
1 August 20.19 but should be analysed in a separate calculation in line with the particular
rights attached to it. (1)
Massmark Ltd did not acquire any preference shares as at 1 August 20.19, thus the
allocation of 60% to Massmark Ltd and 40% to NCI in the calculation performed is
incorrect. The preference share capital should be measured at fair value of R157 500
and be allocated to NCI only. (1)
4. Inventory
The calculation of goodwill or gain on bargain purchase of DionLink Ltd as at
1 August 20.19 will not reflect any adjustment to inventory as it is already measured at
fair value, that is, net realisable value in DionLink Ltd’s financials. (1)
On 15 January 2020, the fair value of the Heiwau mobile devices was reliably calculated
to have been R58 634 as at 1 August 20.19. This qualifies as a measurement period
adjustment as the fair value of the inventory was reliably determined by an independent
valuator. Furthermore, the period within which the fair value was confirmed was in less
than 12 months, which was four months after the acquisition date. (1)
The measurement period adjustment of fair value of inventory that will have an impact on
the calculation of goodwill or gain on bargain purchase is calculated as an overvaluation
of the carrying amount of inventory as at 1 August 20.19 of R36 366 (R95 000 –
R58 634), with a deferred tax consequence of R9 819 (R36 366 x 27%). (1)
COMMENT
Please note that since the information indicates that the inventory had already been
measured at net realisable value in DionLink’s separate financial statements, the inventory
adjustment of R95 000 is not needed and results in a double counting.
Therefore, the inventory at the fair value of R58 634 is a measurement period adjustment.
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5. Land
The adjustment to the fair value of land at acquisition date of R23 000 and the related
deferred tax consequence was incorrectly included in the calculation of the fair value of
the net asset of DionLink Ltd as at 1 August 20.19 as the fair value was already adjusted
in the separate financial statements of DionLink Ltd as at that date. (1)
An adjustment of R27 000 on the land, together with the related deferred tax
consequence, were incorrectly included as a measurement period adjustment. This
is because at the acquisition date, there was no uncertainty about the fair value of
the land. The disposal of the land was only considered after the acquisition date (on
15 November 20.19) and should therefore not be included as a measurement period
adjustment. (1)
Share issue cost of R22 390 relating to the issue of 800 ordinary shares of Massmark Ltd
is not acquisition-related cost as defined in terms of IFRS 3. The share issue cost must
be accounted for as a deduction from equity in terms of IAS 32.35 in the separate and
consolidated financial statements of Massmark Ltd. (1)
COMMENT
Transaction cost should be carefully analysed as the accounting treatments are not the
same for all transaction cost.
Note that the parent will measure its investments in subsidiaries at cost in accordance with
IAS 27.10(a) in its separate financial statements. Acquisition-related cost in the separate
financial statements of the parent should thus also be expensed. Students should read
carefully how the parent treated the transaction cost in its separate financial statements.
7. Debentures
The debentures were incorrectly calculated at R131 750. (1)
The fair value of the debentures that should be included in the consideration paid is the
present value of the debentures for a cash settlement on 30 July 20.24, calculated as
follows: (1)
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8. Office furniture
The transfer of the office furniture was correctly recorded at the fair value in the calculation
of the consideration transferred. (1)
As a result, when Dion Linker resigned from DionLink Ltd with immediate effect from
15 December 20.19, it was incorrect for Ojewa Keng to process a measurement period
adjustment of R65 000, as this amount is considered to be part of the consideration
transferred. (1)
Total (33)
Maximum (26)
Communication: clarity of expression (1)
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COMMENT
Please note that you should read the information in the question carefully. The question
specifically states that Massmark did obtain control over DionLink, therefore a discussion
about control in terms of IFRS 10 should not be given.
Remember that a discussion about accounting for the acquisition in terms of IFRS 3 was
required and not a discussion of consolidation procedures after the acquisition date.
EXAMINATION TECHNIQUE
Remember to discuss items that are correct to earn the easy marks and not just the
incorrect items unless the required states that you specifically should not.
CALCULATIONS
Total At NCI
60% 40%
At acquisition
Share capital 800 000
Retained earnings [C1] 185 498
Revaluation surplus 62 000
1 047 498 628 499 418 999
Equity represented by goodwill 39 879 30 211 9 668
Consideration and NCI [C3] 1 087 377 658 710 428 667
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C4. Analysis of preference share capital of DionLink Ltd at acquisition (for completeness)
NCI
Total At
100%
At acquisition
Share capital 127 500 127 500
Preference dividend accrual 1 169 1 169
128 669 128 669
Equity represented by goodwill 28 831 28 831
Consideration and NCI 157 500 157 500
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(b) Prepare the investment in associate note to the consolidated financial statements of the
Massmark Ltd Group for the year ended 31 December 20.19.
1. Investment in associate
Massmark Ltd owns a 25% interest in the wholesale and retail company, Marko Ltd.
Marko Ltd is incorporated in South Africa where it conducts its principal business.
The associate is measured using the equity method. (2)
EXAMINATION TECHNIQUE
Please read the required carefully. The investment in the associate note was required
and NOT the investment in the subsidiary note.
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QUESTION 4 40 marks
PART I 32 marks
AviaChum Ltd sells aircrafts and provides aircraft related services such as mid-air refuelling and
aircraft maintenance services. AviaChum Ltd is listed on the Johannesburg Stock Exchange and all
companies in the group has a 31 December year end.
The investment file of AviaChum Ltd shows the following Investments made by AviaChum Ltd and
related information filed in date order.
31 August 20.19 Acquisition of 25% interest in FlightPal Ltd. FlightPal Ltd is a well-established
company that rents out hangars. Hangars are closed building structures that are
large enough to house aircrafts. AviaChum Ltd exercised significant influence
over the financial and operating policy decisions of FlightPal Ltd.
The consideration of FlightPal Ltd consists of R3 000 000 cash as well as the
transfer of a motor vehicle that is used as a taxi to transport staff to and from the
hangar. You may assume that the transaction did not lack commercial
substance. The motor vehicle transferred to FlightPal Ltd had a remaining useful
life of eight years, a carrying amount of R800 000 and a fair value of R840 000.
1 November 20.19 Acquisition of 70% controlling interest in AirSpares Ltd. AirSpares Ltd supplies
aircraft spares used in the building and repairing of aircrafts.
The total net assets value of AirSpares Ltd on this acquisition date was
R9 700 000.
The customer list can be sold separately at R270 000 and has a carrying amount
of R238 500. The customer list has an indefinite useful life.
27 November 20.19 Registration of the 10 000 ordinary AviaChum Ltd shares issued.
Upon review of the minutes of meeting of AviaChum Ltd the following was noted:
• AirSpares Ltd aircraft spares were undervalued by R4 184 000 on 1 November 20.19.
• AirSpares Ltd debtors had a carrying amount of R3 395 000 and a fair value of R2 000 000 on
1 November 20.19.
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Other than the information mentioned above, all the assets and liabilities of FlightPal Ltd and
AirSpares Ltd were deemed to be fairly valued at the respective acquisition dates and no additional
assets, liabilities or contingent liabilities were identified.
On 1 November 20.19 FlightPal Ltd sold machinery to AirSpares Ltd amounting to R1 138 000 at a
profit of 20% on cost. The machinery is still included in the property, plant and equipment of AirSpares
Ltd on 31 December 20.20. The machinery had a useful life of four years on 1 November 20.19.
Most airlines do not repair their aircrafts during November and December every year as this is a busy
time and the aircrafts are out on flight.
Additional information
1. It is the accounting policy of AviaChum Ltd to account for investments in subsidiaries and
investments in associates at cost in accordance with IAS 27.10(a) in its separate financial
statements.
3. It is the accounting policy of all the companies in the AviaChum Ltd Group to account for
property, plant and equipment in accordance with the cost model in terms of IAS 16 Property,
Plant and Equipment and to provide depreciation by applying the straight-line method.
4. The fair value per ordinary share of AviaChum Ltd on 1 November 20.19 and
27 November 20.19 was R885 and R890, respectively.
5. AviaChum Ltd elected to measure non-controlling interests at the proportionate share of the
acquiree’s net identifiable assets at the acquisition date for all acquisitions.
6. FlightPal Ltd’s retained earnings balance at 1 January 20.20 was R13 573 000 while the profit
for the year ended 31 December 20.20 amounted to R2 800 000. Revaluation surplus did not
change since acquisition date.
7. AirSpares Ltd’s did not make any profit since acquisition to 1 January 20.20. The profit for the
year ended 31 December 20.20 amounted to R5 000 000.
8. Assume that the profits of all the companies in the AviaChum Ltd Group accrued evenly
throughout the year.
10. None of the companies in the group declared or paid a dividend during the current financial year.
MJM
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PART II 8 marks
Fleet of Aircraft
AviaChum Ltd purchased a fleet of aircrafts which consist of 12 different aircrafts. Nine of these
aircrafts are standard airplanes purchased for resale while three of them are refuelling planes with
mid-air refuelling equipment used to provide mid-air refuelling services to the military.
The aggregate fair value of the nine standard airplanes is similar to the aggregate fair value of the
three refuelling planes that includes the mid-air refuelling equipment.
The nine standard airplanes comprise of different models: two Airbus A350’s, two Airbus A330’s,
four Airbus A320’s and one Airbus A319. Each of the aircrafts differ in seating configuration.
One of the Airbus A350’s and two of the Airbus A320’s was made as customised orders to conform to
the specific customers airline requirements. These changes are cosmetic and do not change the risks
associated with these aircrafts.
Due to the wide range of planes in the fleet the class of customers would not be similar. However, the
risks associated with operation in the aviation industry for the aircrafts acquired for resale is not
significantly different for aircrafts acquired to provide other flight services.
MJM
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REQUIRED
Marks
PART I
(a) Prepare the pro forma consolidation journal entries to account for FlightPal Ltd and 20
AirSpares Ltd in the group financial statements of the AviaChum Ltd Group for the
year ended 31 December 20.20.
Please note
PART II
(a) AviaChum Ltd opted to apply the concentration test to the purchase of the fleet in terms 4
of IFRS 3.B7A. Discuss if the concentration test is met or not in terms of IFRS3.B7B.
(b) AviaChum Ltd has not renewed the aviation license for year ended 4
31 December 20.20. Discuss the responsibility of management and auditor in this
regard. Limit your answer to ISA 250 Consideration of Laws and Regulations in an
audit of Financial Statements.
Please note
• Your answer must comply with International Financial Reporting Standards (IFRS).
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PART I
(a) Pro forma consolidation journal entries of AviaChum Ltd Group for the year ended
31 December 20.20
Dr Cr
R R
AIRSPARES LTD
J1 Cost of sales (P/L) 4 184 000 (1)
Inventory (SFP) 4 184 000 (1)
Reversal of fair value adjustment at acquisition
J2 Debtors (SFP) (3 395 000 – 2 000 000) 1 395 000 (1)
Other expenses (P/L) 1 395 000 (1)
Reversal of fair value adjustment at acquisition
J3 Non-controlling interests (P/L)
[(5 000 000 – 4 184 000 (J1) + 1 395 000 (J2)) x 30%] 663 300 (2)
Non-controlling interests (SFP/SCE) 663 300 (1)
NCI's share of profit for the year
FLIGHTPAL LTD
J4 Investment in Associate (SFP) 850 750 (1)
Retained earnings (SCE)
[(13 573 000 – 12 970 000) x 25%] 150 750 (1)
Share of profit from associates (P/L) (2 800 000 x 25%) 700 000 (1)
Equity accounting earnings until 31 December 20.20
J5 Retained earnings - beginning of year (SCE)
[(840 000 - 800 000) x 25% = 10 000 - (10 000/8 x 4/12)] 9 583 (3)
Investment in Associate (SFP) 9 583 (1)
Elimination of unrealised profit and depreciation on
unrealised profit in prior year (IAS 28.30)
J6 Investment in associate (SFP) 1 250 (1)
Depreciation (P/L) (10 000 (J5) /8) 1 250 (1)
Current year depreciation on unrealised profit
J7 Retained earnings – beginning of year (SCE) (balancing) 45 441 (1)
Machinery (SFP) (1 138 000 x 20/120 x 25%) 47 417 (1)
Accumulated depreciation on machinery (SFP)
(47 417/4 x 2/12) 1 976 (1)
Elimination of unrealised profit included in the opening
balance of machinery of AirSpares Ltd
J8 Accumulated depreciation (SFP) (47 417/4) 11 854 (1)
Share of profit from associates (P/L) 11 854 (1)
Realisation of unrealised profit through depreciation and
the income
Total (21)
Maximum (20)
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EXAMINATION TECHNIQUE
Please read the required carefully. The at acquisition elimination journal was not
required and no taxation consequences were required to be included.
20.20
R
ASSETS
Non-current assets
Investments in associates
(4 596 000 [C1], [C3] + 850 750 (J4) – 9 583 (J5) + 1 250 (J6)) 5 438 417 (8)
Goodwill [C4] 924 344 (6)
Total (14)
Maximum (11)
Communication skills: presentation and layout (1)
CALCULATIONS
COMMENT
In terms of IAS 28.11(E2), transaction fees must be capitalised to the cost of the
investment in associate at initial recognition. Therefore, the journal entry should be debit
investment and credit bank.
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COMMENT
In terms of IAS 32.37, fees to issue equity must be capitalised to equity and not
expensed. Therefore, the journal entry should be debit share capital and credit bank. If
the scenario stated that the amount paid to issue the shares were included in the cash
consideration amount paid by the parent, the journal would have been a reclassification
journal from the investment in subsidiary to share capital: Debit share capital and credit
investment in subsidiary.
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PART II
(a) AviaChum Ltd opted to apply the concentration test to the purchase of the fleet in terms
of IFRS3.B7A. Discuss if the concentration test is met or not in terms of IFRS3.B7B
Each aircraft is an individual asset and can be used separately from another tangible asset.
The assets acquired are all aircrafts, so they are the same in nature. (1)
AviaChum Ltd purchased the nine standard airplanes for resale and therefore these are
classified as inventory. While the three refuelling planes will be used by the company for other
income earning activities and are classified as property plant and equipment. (1)
Therefore, the aircrafts are not of the same class of assets and are not considered similar as
they are not purchased for the same purpose by AviaChum Ltd [IFRS 3.B7B(f(ii))]. (1)
The nine standard airplanes and the three refuelling planes differ significantly in the risks
associated with the scale of operations, and the risks associated with the two classes of
customers are significantly different. (1)
The customising of the aircrafts and the differing seating configuration do not change the risks
associated with these aircrafts. (1)
Consequently, the fleet of assets purchased do not share the same risk associated with
managing and creating output and may not be grouped as a single identifiable asset group
[IFRS 3. B7B(e)]. (1)
They may not be recognised and measured as a single identifiable asset in a business
combination [IFRS 3.B7B(c)].
There are two groups of assets acquired namely; the refuelling planes and the standard
airplanes indicating that substantially all the fair value of the assets acquired are not
concentrated in just one group, because the aggregate fair value of the nine standard
airplanes is similar to the aggregate fair value of the three refuelling planes that includes the
mid-air refuelling equipment [IFRS 3.B7B(b)]. (1)
Concentration test: Therefore, we can confirm that the concentration test is not met. (1)
Total (8)
Maximum (4)
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(b) AviaChum Ltd has not renewed the aviation license for year ended 31 December 20.20.
Discuss the responsibility of management and auditor in this regard. Limit your answer
to ISA 250 Consideration of Laws and Regulations in an audit of Financial Statements
It is the responsibility of AviaChum Ltd’s management, with the oversight of those charged with
governance, to ensure that AviaChum Ltd operations are conducted in accordance with the
provisions of laws and regulations (ISA 250.3).
The aviation license is required by law to provide any flight related services, such as mid-air
refuelling. (1)
ISA250 provides assistance to auditors in identifying material misstatement of the AFS due to
non-compliance with laws and regulations. However, the auditor is not responsible for
preventing non-compliance and cannot be expected to detect non-compliance with all laws and
regulations. AviaChum Ltd’s auditors are therefore not responsible to prevent and/or detect any
non-compliance with all laws and regulation (ISA 250.4). (1)
However, the auditor is required to obtain reasonable assurance that the AFS, taken as a whole
are free from material misstatement, whether due to fraud or error. In conducting the audit, the
auditor should consider the applicable legal and regulatory framework. The auditor should
therefore consider non‐compliance with laws and regulations in order to detect material
misstatements that directly impact AviaChum Ltd’s financial statements (ISA 250.5). (1)
The non‐renewal of the aviation license is a non-compliance with regulation and therefore,
fundamental to the operations of the AviaChum Ltd as a business (ISA 250.6(b)). (1)
The non‐ compliance with this regulation may result in fines, litigation or other consequences
that may have a material effect on the financial statement. The result of non-compliance might
result in material fines and penalties that might have a huge financial impact on t AviaChum
Ltd’s going concern (ISA250.2). (1)
The auditor will have to perform specific audit procedures regarding compliance with laws and
regulations in order to identify possible non-compliance with laws and regulations and whether
it would have a material effect on the financial statements of AviaChum Ltd (ISA 250.7). (1)
Total (6)
Maximum (5)
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QUESTION 5 40 marks
You have recently been appointed as the group accountant for the Paintpro Ltd Group. Paintpro Ltd
(Paintpro) is listed on the Johannesburg Stock Exchange and has a 31 December year end.
Paintpro acquired a significant investment in a subsidiary in the current financial year. The accountant
of Paintpro was uncertain how to account for the transaction and only processed the following journals
in the accounting records of Paintpro for the year ended 31 December 20.21:
Dr Cr
R R
Paintpro acquired a cum div 75% controlling shareholding in Paintlux Ltd (Paintlux) on 1 June 20.21.
The share capital and retained earnings of Paintlux amounted to R500 000 and R1 750 000
respectively at that date. No additional assets, liabilities or contingent liabilities were identified at the
acquisition date.
The consideration paid for the acquisition of Paintlux on 1 June 20.21 were as follows:
• A cash consideration of R700 000 was paid on 1 June 20.21 into the lawyer’s trust account.
Included in the R700 000 were lawyer’s fees relating to the acquisition of R40 000.
• The transfer of a delivery truck with a carrying amount of R810 000 and a fair value of R860 000
on the acquisition date to the previous shareholders of Paintlux. The delivery truck’s historical
cost price was R1 100 000 and depreciation for the 20.21 financial year amounted to R180 000.
As at 31 December 20.21 the delivery truck has not yet been removed from the asset register.
• An additional amount of R150 000 in Paintpro shares will be paid if the profit after tax increased
with 5% year-on-year by the end of the 20.21 financial year. The fair value of the consideration
was estimated to be R140 000 at acquisition date. At 31 December 20.21 the profit target was
achieved and Paintpro issued 15 000 shares as final settlement. Share issue costs relating to
this transaction amounted to R15 000 and were paid cash.
On 2 June 20.21 Paintlux declared and paid an interim dividend of R25 000.
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Paintpro acquired a 30% interest in Brushes Ltd (Brushes) in the 20.20 financial year. Since acquisition
Paintpro has exercised significant influence over the financial and operating policy decisions of
Brushes. The 30% investment in Brushes was acquired for R220 000. At acquisition, Paintpro also
issued a long-term loan to Brushes for R30 000. Settlement of the loan is not planned or likely to occur
in the foreseeable future.
Due to the economic downturn in the 20.20 financial year, the accountant of Paintpro recognised an
impairment loss of R60 000 in the separate accounting records of Paintpro relating to the investment
in associate for the year ended 31 December 20.20.
At 31 December 31 December
acquisition 20.20 20.21
R R R
On 31 December 20.21 Brushes declared and paid an interim dividend of R55 000.
Additional information
1. Investments in subsidiaries and associates are accounted for at cost in accordance with
IAS 27.10(a).
2. On 5 March 20.22 the annual financial statements of the Paintpro Group were approved by the
board of directors.
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REQUIRED
Marks
(a) Prepare the correcting and/or additional journal entries required in the separate 20
accounting records of Paintpro Ltd to account for the recognition and subsequent
measurement of the acquisition of Paintlux Ltd for the year ended
31 December 20.21.
(b) Assume the investment in Paintlux Ltd was acquired on 10 January 20.22 instead 5
of 1 June 20.21.
Discuss the accounting and reporting implications for the financial statement of the
Paintpro Ltd Group for the year ended 31 December 20.21 in terms of IAS 10
Events after the Reporting Period and IFRS 3 Business Combinations.
(c) Prepare the pro forma journal entries to account for the investment in Brushes Ltd 14
in the consolidated financial statements of the Paintpro Ltd Group for the year ended
31 December 20.21.
Please note:
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(a) Prepare the correcting and/or additional journal entries required in the separate
accounting records of Paintpro Ltd to account for the recognition and subsequent
measurement of the acquisition of Paintlux Ltd for the year ended 31 December 20.21.
Dr Cr
R R
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COMMENT
Cost associated with the acquisition of a subsidiary can be one of two types of costs.
The first is acquisition-related cost, for example finder’s fees, advisory, legal,
accounting, valuation and other professional or consulting fees. These costs are
expensed in terms of IFRS 3.53. Therefore, if the acquirer capitalised the cost as part
of the consideration paid to the “investment in subsidiary” account, it will have to be
reclassified to profit or loss as indicated in J1 above. The second type often seen with
the acquisition of a subsidiary is the cost to issue equity/debt instruments. These
costs are capitalised to equity/debt depending in the instrument issued. Therefore, if
the acquirer capitalised the cost as part of the consideration paid to the “investment in
subsidiary” account or expensed the cost in profit or loss, it will have to be reclassified
to equity/debt as indicated in J8 above.
(b) Assume the investment in Paintlux Ltd was acquired on 10 January 20.22 instead of
1 June 20.21. Discuss the accounting and reporting implications for the financial
statement of the Paintpro Ltd Group for the year ended 31 December 20.21 in terms of
IAS 10 Events after the Reporting Period and IFRS 3 Business Combinations.
According to IAS 10, events after the reporting period are those events, favourable and (1)
unfavourable, that occur between the end of the reporting period and the date when the
financial statements are authorised for issue [IAS 10.3].
The reporting date of Paintpro was 31 December 20.21 and the date the financial statements (2)
were authorised for issue (approved by the board of directors) was 5 March 20.2. Therefore,
the acquisition of Paintlux on 10 January 20.2 qualifies as an event after the reporting period
in terms of IAS 10.
As the acquisition of a subsidiary are indicative of conditions that arose after the reporting (1)
period, it will be a non-adjusting events, meaning the acquisition of Paintlux will not be
recognised in the financial statements of Paintpro for the year ended 31 December 20.21.
However, IAS 10.21 states that if the non-adjusting event is material to the reporting entity (1)
additional information shall be disclosed in the annual financial statements. The standard also
refers to a major business combination as an example of a non-adjusting event that would
give rise to additional disclosure [IAS10.22(a)].
The investment in Paintlux is considered “significant” and therefore may influence the users (1)
of the financial statements and should be disclosed in the annual financial statements for the
year ended 31 December 20.21.
To adhere to the disclosure requirements of IAS 10 and IFRS 3.59, the detail disclosure of (1)
IFRS 3.B64 for the acquisition of Paintlux should be included in the annual financial
statements of Paintpro for the year ended 31 December 20.21.
Total (7)
Maximum (5)
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(c) Prepare the pro forma journal entries to account for the investment in Brushes Ltd in the
consolidated financial statements of the Paintpro Ltd Group for the year ended
31 December 20.21.
Dr Cr
R R
CALCULATIONS
Recognition of loss
- Carrying amount (220 000)
- Long-term loan (30 000)
(250 000)
Unrecognised portion of loss (261 000 – 250 000) (11 000)
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Recognition of profit
- Long-term loan 30 000
- Carrying amount (balancing) 29 500
59 500
COMMENT
Current year
Profit for the year (- 230 000 + 410 000 + 55 000) 235 000 70 500
Correction 11 000 (11 000)
Dividends (55 000) (16 500)
20 000 (207 000)
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