[et_pb_section admin_label=”Header – All Pages” global_module=”1221″ transparent_background=”off” background_color=”#1e73be” allow_player_pause=”off” inner_shadow=”off” parallax=”off” parallax_method=”off” padding_mobile=”off” make_fullwidth=”off” use_custom_width=”off” width_unit=”on” make_equal=”off” use_custom_gutter=”off” gutter_width=”3″ custom_padding=”||0px|”][et_pb_row global_parent=”1221″ admin_label=”row”][et_pb_column type=”4_4″][et_pb_post_title global_parent=”1221″ admin_label=”Post Title” title=”on” meta=”off” author=”on” date=”on” categories=”on” comments=”on” featured_image=”off” featured_placement=”below” parallax_effect=”on” parallax_method=”on” text_orientation=”left” text_color=”light” text_background=”off” text_bg_color=”rgba(255,255,255,0.9)” module_bg_color=”rgba(255,255,255,0)” title_all_caps=”off” use_border_color=”off” border_color=”#ffffff” border_style=”solid” title_font=”|on|||” title_font_size=”35″ custom_padding=”10px|||”] [/et_pb_post_title][/et_pb_column][/et_pb_row][/et_pb_section][et_pb_section admin_label=”Section” global_module=”1228″ fullwidth=”off” specialty=”off” transparent_background=”off” allow_player_pause=”off” inner_shadow=”off” parallax=”off” parallax_method=”off” custom_padding=”0px||0px|” padding_mobile=”on” make_fullwidth=”off” use_custom_width=”off” width_unit=”on” make_equal=”off” use_custom_gutter=”off” gutter_width=”3″][et_pb_row global_parent=”1228″ admin_label=”Row” make_fullwidth=”off” use_custom_width=”off” width_unit=”on” use_custom_gutter=”off” gutter_width=”3″ custom_padding=”0px||0px|” padding_mobile=”off” allow_player_pause=”off” parallax=”off” parallax_method=”off” make_equal=”off” parallax_1=”off” parallax_method_1=”off” column_padding_mobile=”on”][et_pb_column type=”4_4″][et_pb_text global_parent=”1228″ admin_label=”Text” background_layout=”light” text_orientation=”left” text_font_size=”14″ use_border_color=”off” border_color=”#ffffff” border_style=”solid”] [breadcrumb] [/et_pb_text][/et_pb_column][/et_pb_row][/et_pb_section][et_pb_section admin_label=”Section” fullwidth=”off” specialty=”off”][et_pb_row admin_label=”Row”][et_pb_column type=”1_2″][et_pb_text admin_label=”Text” background_layout=”light” text_orientation=”center” use_border_color=”off” border_color=”#ffffff” border_style=”solid”] [button link=”https://ie.frs102.com/members/premium-toolkit/” type=”big” color=”red”] Return to Main Index[/button] [/et_pb_text][/et_pb_column][et_pb_column type=”1_2″][et_pb_text admin_label=”Text” background_layout=”light” text_orientation=”center” use_border_color=”off” border_color=”#ffffff” border_style=”solid”] [button link=”https://ie.frs102.com/members/premium-toolkit/section-19/” type=”big” color=”red”] Return to Section 19 Home[/button] [/et_pb_text][/et_pb_column][/et_pb_row][/et_pb_section][et_pb_section admin_label=”Section” fullwidth=”off” specialty=”off” transparent_background=”off” allow_player_pause=”off” inner_shadow=”off” parallax=”off” parallax_method=”off” padding_mobile=”off” make_fullwidth=”off” use_custom_width=”off” width_unit=”on” make_equal=”off” use_custom_gutter=”off” gutter_width=”3″][et_pb_row admin_label=”Row”][et_pb_column type=”4_4″][et_pb_text admin_label=”Main Body Text” background_layout=”light” text_orientation=”justified” use_border_color=”off” border_color=”#ffffff” border_style=”solid”]
Disclosures
Extracts from FRS 102 section 19.25 – 19.26A
For business combinations effected during the reporting period
19.25 For each business combination, excluding any group reconstructions, that was effected during the period, the acquirer shall disclose the following:
(a) the names and descriptions of the combining entities or businesses;
(b) the acquisition date;
(c) the percentage of voting equity instruments acquired;
(d) the cost of the combination and a description of the components of that cost (such as cash, equity instruments and debt instruments);
(e) the amounts recognised at the acquisition date for each class of the acquiree’s assets, liabilities and contingent liabilities, including goodwill;
(g) the useful life of goodwill, and if this cannot be reliably estimated, supporting reasons for the period chosen; and
(h) the periods in which the excess recognised in accordance with paragraph 19.24 will be recognised in profit or loss.
19.25A The acquirer shall disclose, separately for each material business combination that occurred during the reporting period, the amounts of revenue and profit or loss of the acquiree since the acquisition date included in the consolidated statement of comprehensive income for the reporting period. The disclosure may be provided in aggregate for business combinations that occurred during the reporting period which, individually, are not material.
For all business combinations
19.26 An acquirer shall disclose a reconciliation of the carrying amount of goodwill at the beginning and end of the reporting period, showing separately:
(a) changes arising from new business combinations;
(b) amortisation;
(c) impairment losses;
(d) disposals of previously acquired businesses; and
(e) other changes.
This reconciliation need not be presented for prior periods.
19.26A An acquirer shall disclose a reconciliation of the carrying amount of the excess recognised in accordance with paragraph 19.24 at the beginning and end of the reporting period, showing separately:
(a) changes arising from new business combinations;
(b) amounts recognised in profit or loss in accordance with paragraph 19.24(c);
(c) disposals of previously acquired businesses; and
(d) other changes.
This reconciliation need not be presented for prior periods.
OmniPro comment
See below illustration of the above requirements for negative goodwill and positive goodwill. Although the Section 19 does not require prior year comparatives these would be required under company law.
Example 26: Extract from the Accounting policy notes in the consolidated financial statements (excluding negative goodwill)
Basis of consolidation
The Group financial statements reflect the consolidation of the results, assets and liabilities of the parent undertaking, the Company and all of its subsidiaries, together with the Group’s share of profits/losses of associates and joint ventures. Where a subsidiary, associate or joint venture is acquired or disposed of during the financial year, the Group financial statements include the attributable results from, or to, the effective date when control passes, or, in the case of associates, when significant influence is lost.
Subsidiary undertakings
Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition related costs are capitalised with the cost of the investment. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition by acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the group’s share of identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised as negative goodwill on the balance sheet and amortised through the profit and loss account in the period in which the non-monetary assets are recovered.
Associates and joint ventures
Associates are those entities in which the Group has significant influence over, but not control of, the financial and operating policies. Joint ventures are those entities over which the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic, financial and operating decisions. Investments in associates and joint ventures are accounted for using the equity method of accounting.
Under the equity method of accounting, the Group’s share of the post-acquisition profits or losses of its associates and joint ventures is recognised in the income statement. The income statement reflects, in profit before tax, the Group’s share of profit after tax of its associates and joint ventures in accordance with Section 14 of FRS102, ‘Investments in Associates’ and Section 15 of FRS 102, ‘Interests in Joint Ventures’. The Group’s interest in their net assets is included as investments in associates and joint ventures in the Group Statement of Financial Position at an amount representing the Group’s share of the fair value of the identifiable net assets at acquisition plus the Group’s share of post acquisition retained income and expenses. The Group’s investment in associates and joint ventures includes goodwill on acquisition. The amounts included in the financial statements in respect of the post acquisition income and expenses of associates and joint ventures are taken from their latest financial statements prepared up to their respective year ends together with management accounts for the intervening periods to the Group’s year end. The fair value of any investment retained in a former subsidiary is regarded as a cost on initial recognition of an investment in an associate or joint venture. Where necessary, the accounting policies of associates and joint ventures have been changed to ensure consistency with the policies adopted by the Group.
Transactions eliminated on consolidation
Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the Group financial statements. Unrealised gains and income and expenses arising from transactions with associates and joint ventures are eliminated to the extent of the Group’s interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that they do not provide evidence of impairment.
Business combinations and goodwill
All business combinations are accounted for by applying the purchase method. Goodwill represents amounts arising on acquisition of subsidiaries, associates and joint ventures. In respect of acquisitions that have occurred since XXXXX (INSERT DATE OF TRANSITION WHERE SECTION 35.10(A) EXEMPTION IS CLAIMED), goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. In respect of acquisitions prior to this date, goodwill is included on the basis of its deemed cost, i.e. original cost less accumulated amortisation from the date of acquisition up to XXXXX, which represents the amount recorded under UK and Irish GAAP. Goodwill is now stated at cost or deemed cost less any accumulated amortisation and impairment losses. In respect of associates and joint ventures, the carrying amount of goodwill is included in the carrying amount of the investment.
Goodwill
Positive goodwill acquired on each business combination is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful life of 10 years. Goodwill acquired in a business combination is, from the date of acquisition, allocated to each cash generating unit that is expected to benefit from the synergies of the combination. If an investment is disposed of any unamortised goodwill is subsumed within goodwill in the profit and loss on sale on discontinuance. Useful life is determined by reference to the period over which the values of the underlying businesses are expected to exceed the values of their identifiable net assets.
Goodwill is reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable.
Negative goodwill represents the fair value of net assets on acquisition in excess of the fair value of consideration. Negative goodwill is capitalised and amortised through the profit and loss account in the period in which the non-monetary assets are recovered. In the case of fixed assets acquired, this is the period over which they are depreciated and in the case of stocks it is the period over which they are sold or otherwise realised.
Impairment
The carrying amounts of the Group’s/Company’s assets, other than inventories (which are carried at the lower of cost and net realisable value), deferred tax assets (which are recognised based on recoverability), investment properties (which are carried at fair value), and those financial instruments, which are carried at fair value, are reviewed to determine whether there is an indication of impairment when an event or transaction indicates that there may be. If any such indication exists, an impairment test is carried out and the asset is written down to its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. Value in use is defined as the present value of the future pre-tax and interest cash flows obtainable as a result of the asset’s continued use. The pre-tax and interest cash flows are discounted using a pre-tax discount rate that represents the current market risk free rate and the risks inherent in the asset. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit or loss.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit and then, to reduce the carrying amount of the other assets in the unit on a pro rata basis.
An impairment loss, other than in the case of goodwill, is reversed if there has been a change in the estimates used to determine the recoverable amount. If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset’s cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account.
Intangible assets
Intangible assets acquired as part of a business combination are initially recognised at fair value being their deemed cost as at the date of acquisition. These generally include brand and customer related intangible assets. Computer software that is not an integral part of an item of computer hardware is also classified as an intangible asset. Where intangible assets are separately acquired, they are capitalised at cost. Cost comprises purchase price and other directly attributable costs.
Intangible assets with finite lives are amortised over the period of their expected useful lives in equal annual instalments, as follows;
Brands 5 to 10 years
Customer related 5 to 20 years
Supplier agreements 4 to 10 years
Computer related 3 to 7 years
Subsequent to initial recognition, intangible assets are stated at cost less accumulated amortisation and impairment losses incurred.
The company’s policy is to review the remaining economic lives and residual values of intangible assets on an on-going basis and to adjust the amortisation charge to reflect the remaining estimated life where applicable and residual value where indicators of a change are present.
Contingent acquisition consideration
Any contingent consideration to be transferred by the group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with Section 21. Any adjustments to the estimated contingent consideration are accounted for as an adjustment to goodwill as a current period adjustment as it reflects a change in estimate and the adjusted goodwill is amortised from that date. Contingent consideration that is classified as equity is not remeasured and its subsequent settlement is accounted for within equity. To the extent that contingent acquisition consideration is payable after more than one year from the date of acquisition, it is discounted at an appropriate loan interest rate and, accordingly, carried at net present value on the Balance Sheet. An appropriate interest charge, at a constant rate on the carrying amount adjusted to reflect market conditions, is reflected in the Profit and Loss over the earnout period, increasing the carrying amount so that the obligation will reflect its settlement at the time of maturity.
Example 27: Extract from notes to the financial statements – Business combination and financial asset note in the consolidated financial statements
Business combinations
On the XX December 20X4 the company acquired 70% of the voting rights of XYZ Limited for a total consideration of CU1,000,000. XYZ manufacturers agricultural equipment. The useful life of the goodwill acquired is 10 years which is consistent with industry norms and the business acquired.
(i) The net assets of the company at that date were as follows:
|
|
Book Value on Acquisition |
Fair Value Adjustments |
Fair Value on Acquisition |
|
|
CU |
CU |
CU |
|
Investments |
XXXXX |
– |
XXXXX |
|
Tangible fixed assets |
XXXXX |
(XXXXX) |
XXXXX |
|
Stock |
XXXXX |
– |
XXXXX |
|
Cash at bank and in hand |
XXXXX |
– |
XXXXX |
|
Debtors |
XXXXX |
– |
XXXXX |
|
Creditors |
(XXXX) |
– |
(XXXX) |
|
Provisions |
(XXXX) |
– |
(XXXX) |
|
|
XXXXX |
(XXXXXX) |
XXXXX |
|
Provisional fair value attributable to non-controlling interest |
|
(XXXXX) |
|
|
Provisional fair value attributable to group (70%) |
|
|
2,010,000 |
|
Consideration for acquisition (see (ii) below) |
|
|
(1,000,000) |
|
Directly attributable acquisition costs |
|
|
(10,000) |
|
Positive Goodwill |
|
|
1,000,000 |
(ii) The split of the consideration for the acquisition is as follows:
|
Cash |
|
XXXXX |
||||
|
Equity instruments |
|
XXXXX |
||||
|
Debt instruments |
|
XXXXX |
||||
|
Total consideration |
|
XXXXX |
||||
|
Financial assets |
|
Joint Venture and associates |
Other investments |
Total |
||
|
|
|
CU |
CU |
CU |
||
|
Cost |
|
|
|
|
||
|
At 1 January |
|
XXX |
XXX |
XXX |
||
|
Additions |
|
XXX |
XXX |
XXX |
||
|
Fair value adjustments |
|
XXX |
– |
XXX |
||
|
Disposals |
|
– |
– |
(XXX) |
||
|
At 31 December 2015 |
|
XXX |
XXX |
XXX |
||
|
|
|
|
|
|
||
|
Amounts provided: |
|
|
|
|
||
|
At 1 January 2015 |
|
XXX |
XXX |
XXX |
||
|
Additional provision |
|
– |
– |
XXX |
||
|
At 31 December 2015 |
|
XXX |
XXX |
XXX |
||
|
Carrying amount |
|
|
|
|
||
|
At 31 December 2015 |
|
XXXX |
XXXX |
XXXX |
||
|
|
|
|
|
|
||
|
At 31 December 2014 |
|
XXXX |
XXXX |
XXXX |
||
(a) Investment in associates and joint ventures are stated at cost less impairment. Other investments are measured at fair value based on the quoted share prices.
(b) Details of investments in which the parent Company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Name and Registered Office |
Nature of Business |
Nature of Shares Held |
% of Share Class Held |
|
|
|
|
|
|
Subsidiary undertakings |
|
|
|
|
(i) XXXX Limited Address 1, Address 2 |
Machinery Manufacturing |
Ordinary share capital |
100% |
|
This investment has been fully provided against. |
|
||
|
(ii) XXXX Limited Address 1, Address 2 |
Patent holding company |
Ordinary share capital |
100% |
|
Associate |
|
|
|
|
(iii) XXXX Limited Address 1, Address 2 |
Machinery Manufacturing |
Ordinary share capital |
25% |
|
Joint Venture |
|
|
|
|
(iv) XXXX Limited Address 1, Address 2 |
Machinery Manufacturing |
Ordinary share capital |
50% |
Example 28: Extract from notes to the financial statements – contingent consideration note
|
Deferred consideration |
2015 CU |
2014 CU |
|
|
|
|
|
At 1 January |
XXX |
– |
|
Charge for year |
– |
XXXX |
|
Utilised in the year |
(XXX) |
– |
|
Provision carried at 31 December |
100,000 |
90,000 |
|
|
|
|
|
|
2012 |
2011 |
|
|
CU |
CU |
|
Split as follows: |
|
|
|
Amounts falling due within one year (note 10) |
40,000 |
45,000 |
|
Amounts falling due after one year (note 11) |
60,000 |
45,000 |
|
|
100,000 |
90,000 |
Deferred consideration of CUXXX is payable upon the achievement of certain minimum targets arising in respect of an asset/SHARE purchase agreement entered into by the company in XXXXX. This provision represents the minimum amount which is reasonably expected to be paid under the terms of the asset/SHARE purchase agreement. The provision is not discounted due to materiality.
Example 29: Extract from accounting policy notes to the financial statements for the parent entity financial statements and for an entity that holds a subsidiary, associate or joint venture interest but is not required to prepare consolidated financial statements
Financial assets
Financial assets in subsidiaries and other financial fixed assets are stated at cost less provision for any diminution in value.
AND/OR
The company has adopted a policy of measuring investments in financial assets which can be reliably measured at their fair value, with changes in the fair value recognised in the profit and loss.
AND/OR
Financial assets which can be reliably measured are measured at their fair value, with changes in the fair value recognised in other comprehensive income and the revaluation reserve.
Dividend income
Dividend income from subsidiaries is recognised when the Company’s right to receive payment has been established
Goodwill
Positive goodwill acquired on each business combination is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful life of 10 years. Goodwill acquired in a business combination is, from the date of acquisition, allocated to each cash generating unit that is expected to benefit from the synergies of the combination. If an investment is disposed of any unamortised goodwill is subsumed within goodwill in the profit and loss on sale on discontinuance. Useful life is determined by reference to the period over which the values of the underlying businesses are expected to exceed the values of their identifiable net assets.
Goodwill is reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable.
Negative goodwill represents the fair value of net assets on acquisition in excess of the fair value of consideration. Negative goodwill is capitalised and amortised through the profit and loss account in the period in which the non-monetary assets are recovered. In the case of fixed assets acquired, this is the period over which they are depreciated and in the case of stocks it is the period over which they are sold or otherwise realised.
Intangible assets
Intangible assets acquired as part of a business combination are initially recognised at fair value being their deemed cost as at the date of acquisition. These generally include brand and customer related intangible assets. Computer software that is not an integral part of an item of computer hardware is also classified as an intangible asset. Where intangible assets are separately acquired, they are capitalised at cost. Cost comprises purchase price and other directly attributable costs.
Intangible assets with finite lives are amortised over the period of their expected useful lives in equal annual instalments, as follows;
| Brands 5 to 10 years | |
| Customer related | 5 to 20 years |
| Supplier agreements | 4 to 10 years |
| Computer related | 3 to 7 years |
Subsequent to initial recognition, intangible assets are stated at cost less accumulated amortisation and impairment losses incurred.
The company’s policy is to review the remaining economic lives and residual values of intangible assets on an on-going basis and to adjust the amortisation charge to reflect the remaining estimated life where applicable and residual value where indicators of a change are present.
Contingent acquisition consideration
Any contingent consideration to be transferred by the group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with Section 21. Any adjustments to the estimated contingent consideration are accounted for as an adjustment to goodwill as a current period adjustment as it reflects a change in estimate and the adjusted goodwill is amortised from that date. Contingent consideration that is classified as equity is not remeasured and its subsequent settlement is accounted for within equity. To the extent that contingent acquisition consideration is payable after more than one year from the date of acquisition, it is discounted at an appropriate loan interest rate and, accordingly, carried at net present value on the Balance Sheet. An appropriate interest charge, at a constant rate on the carrying amount adjusted to reflect market conditions, is reflected in the Profit and Loss over the earnout period, increasing the carrying amount so that the obligation will reflect its settlement at the time of maturity.
Example 30: Extract from notes to the financial statements for the for an entity that holds intangibles/goodwill
|
Intangible assets |
|
|
|
CU |
|
Cost |
|
|
At 1 January and 31 December |
300,000 |
|
Amortisation |
|
|
At 1 January |
100,000 |
|
Amortised to profit and loss account |
75,000 |
|
At 31 December |
175,000 |
|
Net book amount |
|
|
At 31 December 2015 |
115,000 |
|
|
|
|
At 31 December 2014 |
200,000 |
The intangible asset represents the purchased goodwill arising in respect of an asset purchase agreement with XXXXXXXXXX Limited. This amount represents the minimum amount which the directors consider is reasonably expected to be paid, and includes both the initial consideration paid and a deferred consideration element which is payable upon the achievement of certain minimum targets (see note XX).
Example 31: Extract from notes to the financial statements for the for an entity that holds an associate/subsidiary/joint venture/other interest but is not required to prepare consolidated financial statements – Financial asset note
|
Financial assets |
|
Subsidiary Undertakings |
Joint Venture and associates |
Other investments |
Total |
|
|
|
CU |
CU |
CU |
CU |
|
Cost |
|
|
|
|
|
|
At 1 January 2015 |
|
XXX |
XXX |
XXX |
XXX |
|
Additions |
|
XXX |
XXX |
XXX |
XXX |
|
Disposals |
|
(XXX) |
– |
– |
(XXX) |
|
At 31 December 2015 |
|
XXX |
XXX |
XXX |
XXX |
|
Amounts provided: |
|
|
|
|
|
|
At 1 January 2015 |
|
XXX |
XXX |
XXX |
XXX |
|
Additional provision |
|
XXX |
XXX |
XXX |
XXX |
|
At 31 December 2015 |
|
XXX |
XXX |
XXX |
XXX |
|
Carrying amount |
|
|
|
|
|
|
At 31 December 2015 |
|
XXXX |
XXXX |
XXXX |
XXXX |
|
At 31 December 2014 |
|
XXXX |
XXXX |
XXXX |
XXXX |
(a) Details of investments in which the parent Company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Name and Registered Office |
Nature of Business |
Nature of Shares Held |
% of Share Class Held |
Net Assets/ (Liabilities) |
Results for year |
|
Subsidiary undertakings |
|
|
|
CU |
CU |
|
(i) XXXX Limited Address 1, Address 2
|
Machinery Manufacturing |
Ordinary share capital |
100%
|
XXXX |
XXXX |
|
This investment has been fully provided against. |
|
|
|
||
|
(ii) XXXX Limited Address 1, Address 2
|
Patent holding company |
Ordinary share capital |
100% |
XXX |
XXXX |
|
Associate |
|
|
|
|
|
|
(iii) XXXX Limited Address 1, Address 2
|
Machinery Manufacturing |
Ordinary share capital |
25%
|
XXXX |
XXXX |
|
Joint Venture |
|
|
|
|
|
|
(iv) XXXX Limited Address 1, Address 2
|
Machinery Manufacturing |
Ordinary share capital |
50%
|
XXXX |
XXXX |
|
Intangible assets |
|
|
|
CU |
|
Cost |
|
|
At 1 January and 31 December |
300,000 |
|
Amortisation |
|
|
At 1 January |
150,000 |
|
Amortised to profit and loss account |
75,000 |
|
At 31 December |
225,000 |
|
Net book amount |
|
|
At 31 December 2015 |
75,000 |
|
At 31 December 2014 |
150,000 |
The intangible asset represents the purchased goodwill arising in respect of an asset purchase agreement with XXXX Limited. This amount represents the minimum amount which the directors consider is reasonably expected to be paid, and includes both the initial consideration paid and a deferred consideration element which is payable upon the achievement of certain minimum targets (see note XX).
Example 32: Extract from the profit and loss account for an entity which is not a parent that holds an investment in a subsidiary, associate/joint venture or an entity that is a parent but consolidated financial statements are not required to be prepared where income is received from an associate/joint venture/subsidiary
|
|
2015 |
2014 |
|
|
CU |
CU |
|
Turnover |
– |
– |
|
|
|
|
|
Cost of sales |
(XXX) |
(XXX) |
|
Gross profit |
– |
– |
|
Administrative expenses |
(XXX) |
– |
|
Operating loss |
(XXX) |
– |
|
Income from shares in group undertakings |
XXXX |
– |
|
Income from participating interests |
XXXX |
– |
|
Income from other financial assets |
XXXX |
– |
|
Interest payable |
(XXX) |
(XXX) |
|
Profit/(loss) for the financial year |
86,442 |
(22) |
Example 33: Extract from the notes in the consolidated/entity financial statements – negative goodwill
|
Intangible fixed assets |
|
|
CU |
|
|
Negative goodwill |
|
|
Cost |
|
|
At 1 January |
– |
|
Arising during period (see (i) below) |
1,000,000 |
|
At 31 December |
1,000,000 |
|
Amortisation |
|
|
At 1 January |
– |
|
Amortised for the period |
(10,000) |
|
At 31 December |
(10,000) |
|
Net book value |
|
|
At 31 December 2014 |
– |
|
At 31 December 2015 |
990,000 |
(i) Negative goodwill arose on the change in controlling interest in XYZ Limited. On XX January XXXX XYZ Limited entered into an agreement to buy back and cancel 1,000 ordinary shares from the former shareholder for CU2,000,000. As a result XYZ Limited’s percentage shareholding increased from 20% to 70% making XYZ Limited a subsidiary of Parent Limited from that date. Negative goodwill has been allocated toward the cost of inventory and is being released over the period of in which the inventory is utilised.
(ii) The net assets of the company at that date were as follows:
|
|
Book Value on Acquisition |
Fair Value Adjustments |
Fair Value on Acquisition |
|
|
CU |
CU |
CU |
|
Investments |
XXXXX |
– |
XXXXX |
|
Tangible fixed assets |
XXXXX |
(XXXXX) |
XXXXX |
|
Stock |
XXXXX |
– |
XXXXX |
|
Cash at bank and in hand |
XXXXX |
– |
XXXXX |
|
Debtors |
XXXXX |
– |
XXXXX |
|
Creditors |
(XXXX) |
– |
(XXXX) |
|
Provisions |
(XXXX) |
– |
(XXXX) |
|
|
XXXXX |
(XXXXXX) |
XXXXX |
|
Provisional fair value attributable to non-controlling interest |
|
(XXXXX) |
|
|
Provisional fair value attributable to group (70%) |
|
|
1,210,000 |
|
Original investment |
|
|
(100,000) |
|
Acquisition costs |
|
|
(10,000) |
|
Negative goodwill |
|
|
1,000,000 |
Example 34: Extract from the consolidated Balance Sheet for negative goodwill
|
|
2015 |
2014 |
|
|
CU |
CU |
|
Fixed assets |
|
|
|
Tangible assets |
XXXX |
XXXX |
|
Negative goodwill |
(XXXX) |
– |
|
Financial assets |
XXXX |
XXXX |
|
|
XXXX |
XXXXX |
|
Current assets |
|
|
|
Stocks |
XXXXX |
XXXXX |
|
Debtors |
XXXXX |
XXXXX |
|
Cash at bank and on hand |
XXXXX |
XXXXX |
|
|
XXXXX |
XXXXX |
|
|
|
|
|
Creditors – amounts falling due within one year |
(XXXXX) |
(XXXXX) |
|
|
|
|
|
Net current assets |
XXXXX |
XXXXX |
|
Total assets less current liabilities |
XXXXX |
XXXXX |
|
|
|
|
|
Creditors – amounts falling due after more than one year |
(XXXX) |
(XXXX) |
|
|
|
|
|
Provisions for liabilities |
|
|
|
Capital grants |
(XXXX) |
(XXXX) |
|
Deferred taxation |
(XXXX) |
(XXXX) |
|
Net assets excluding pension liability |
XXXXX |
XXXXX |
|
|
|
|
|
Defined benefit pension liability |
(XXXXX) |
(XXXXX) |
|
Net assets including pension liability |
XXXXXX |
XXXXXX |
|
|
|
|
|
Capital and reserves |
|
|
|
Share capital |
XXXXX |
XXXXX |
|
Profit and loss account |
XXXXX |
XXXXX |
|
Equity attributable to owners of the parent company |
XXXXX |
XXXXX |
|
|
|
|
|
Non-controlling interest |
XXXXX |
XXXXX |
|
|
XXXXX |
XXXXX |
Disclosures – Group reconstructions
Extracts from FRS 102-Section 19.33
19.33 For each group reconstruction, that was effected during the period, the combined entity shall disclose the following:
(a) the names of the combining entities (other than the reporting entity);
(b) whether the combination has been accounted for as an acquisition or a merger; and
(c) the date of the combination.
OmniPro comment
See below illustration of the requirements.
Example 35: Extract from the accounting policy notes – Group reconstruction and merger accounting
Subsidiary undertakings
Where a business combination arises as a result of a group restructuring, these combinations are accounted for under the merger method. No goodwill in recognised on acquisition instead the assets, liabilities and results are incorporated at the book value of the acquiree. The results and cash flows of all the combining entities are brought into the financial statements of the group from the beginning of the financial year in which the combination occurred, adjusted so as to achieve uniformity of accounting policies. The comparative information are restated by including the total comprehensive income for all the combining entities for the previous reporting period and their statement of financial position for the previous reporting date, adjusted as necessary to achieve uniformity of accounting policies.
The difference, if any, between the nominal value of the shares issued plus the fair value of any other consideration given, and the nominal value of the shares received in exchange is shown as a movement on other reserves in the consolidated financial statements. Any existing balances on the share premium account or capital redemption reserve of the new subsidiary is brought in by being shown as a movement on other reserves. These movements are shown in the statement of changes in equity. Merger expenses are not included as part of this adjustment.
Example 36: Extract from notes to the financial statements – Merger Method
On the XX September 20X4, the company acquired 100% of the ordinary shares of XYZ Limited for CUXXXXX in return for the issuance of 100,000 CU1 ordinary shares to its shareholders/parent Company. This acquisition was accounted for under the merger method.
[/et_pb_text][/et_pb_column][/et_pb_row][/et_pb_section]