Corporate Takeover Decision Making and the Effects on Consolidation Accounting
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This report explores the accounting treatments and effects of corporate takeovers on consolidation accounting, with a focus on non-controlling interests and intra-group transactions.
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Running head: CORPORATE AND FINANCIAL ACCOUNTING sCorporate Takeover Decision Making and the Effects on Consolidation Accounting Student Name: Student Number: Session Number:
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1CORPORATE AND FINANCIAL ACCOUNTING Executive Summary: The report is prepared with the intent for obtaining an understanding of the various aspects of accounting related to the acquisition of a smaller firm, which is FAB Limited and the organisation to acquire it would be JKY Limited. It has been assessed that the accounting treatments change considerably, particularly those associated with non- controllinginterestaswellasconsolidationaccountingpertainingtothedifferent standardsofaccounting.Whenthedifferencesbetweenthemethodsofequity accounting and consolidation accounting are evaluated in case of acquisition of a small organisation by the parent, the principles of recognition and bases of measurement vary fromorganisationtoorganisation.Inaddition,theintra-grouptransactionshave significant variations in terms of treatment in the consolidated financial statements of both the firms. Finally, it has been assessed that the disclosure requirements needing non-controlling interests in the form of a distinct item in the consolidated financial reports has considerable effect on the entire process of consolidation.
2CORPORATE AND FINANCIAL ACCOUNTING Table of Contents Introduction:.......................................................................................................................3 Part A Response:...............................................................................................................3 Part B Response:...............................................................................................................5 Part C Response:..............................................................................................................7 Conclusion:........................................................................................................................8 References:......................................................................................................................10
3CORPORATE AND FINANCIAL ACCOUNTING Introduction: The main reason of preparing is to gain an insight of the number of accounting aspects related to the acquisition of a smaller firm, which is FAB Limited and the organisation to acquire it would be JKY Limited. Theinitial segment would elaborate the segregation between the significant methodological differences in equity accounting and consolidation accounting with suitable examples. The next segment would emphasise on the doctrines of intra-group transactions along with their treatment through solved illustrations. Finally, the paper would deal with the effect of disclosures related to non- controlling interests as a different item in the consolidation process. Part A Response: Based on the provided case, it could be observed that for acquiring FAB Limited, the management of JKY Limited is unsure regarding the selection of the strategy of acquisition.Theequitymethodandtheconsolidationmethodaretwotypesof accounting methods, which are used when two companies are parts of any joint venture (Aletkin2014). In order to choose any one method, it relies on the techniques the incomestatementandthebalancesheetstatementofthefirmdisclosesthe partnerships. Thus, these methods are deemed to have significant methodological differences and they are discussed briefly as follows: Consolidation accounting method: This method states that the balance sheet statement is used for recording assets and liabilities arising from a joint venture as part of the percentage of engagement maintained by the organisation in the venture (Atanasov and Black 2016). At the time of calculating assets and liabilities, all expenses and income need to be listed by the firm from acquisition and they are incorporated in the income statement as well as the balance sheet statement. “Paragraph B86 of AASB 110” states that the consolidated financial statements contain combined items like income, expenses, assets, liabilities, equity and cash flows of the parent firm and its related subsidiaries (Aasb.gov.au 2019). Moreover,itisinvolvedinoffsettingoreradicatingthecarryingamountsofthe investment of the main company in all subsidiaries and the part of equity that the subsidiaries hold in the parent firm. Along with this, the method conducts elimination adjustment for offsetting the inter-firm transactions so that there is double counting of values at the level of consolidation. As mentioned in “Paragraph B88 of AASB 10”, the different line items of the measurementrequirementsofthefinancialreportsareshownwhereincomeand expenses of the subsidiaries depend on the amounts of liabilities and assets recognised in the consolidated accounting statements at the period they are acquired. Hence, fair values are used for gauging these items at the acquisition date. On the other hand, “Paragraph 32 of AASB 3” requires a specific criterion for recognition of goodwill. It is necessary for the acquirer to realise goodwill at the date of acquisition as the greater of the two as follows: i. The average of:
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4CORPORATE AND FINANCIAL ACCOUNTING The consideration transfer measured in compliance with AASB 3 needing fair value at the time the same has been obtained The amount related to the acquiree’s non-controlling interest gauged as per the guideline In case of business combination achieved in phases, the fair value of equity interest held previously in the acquireee on the part of the acquirer at the fair value of the date it is acquired ii. The net of the amounts related to identifiable amounts acquired along with the projected liabilities in accordance with the standard (Aasb.gov.au 2019) For instance, an assumption is made that the business has been commenced by JKY Limited on 1/5/2018 where there is investment amount of $20,000,000. The following journal entry is passed below: After one year, an investment amount of $10,000,000 has been made by JKY Limited for purchasing all shares of FAB Limited. Under such situation, the following journal entry would be passed: As a result, JKY Limited would have cash balance of $10,000,000, while the asset would be $20,000,000. The transaction would be disclosed in the books of FAB Limited as follows: At the end of the accounting year, the consolidated financial statement would be represented as follows:
5CORPORATE AND FINANCIAL ACCOUNTING Equity accounting method: The method is used primarily to assess the profit earned from investments made by an entity in other entities (Balakrishnan, Wattsand Zuo 2016). This income is reported on the income statement by taking into account the size of equity investment. It is apparent from “Paragraph 10 of AASB 128” that cost basis should be used for recognition of investment initially and the carrying amount might fluctuate when it comes to the realisation of share of profit or loss of the investor after the date of acquisition (Aasb.gov.au 2019). In order to realise goodwill, the use of fair value pertaining to the equity interests of the acquiree is made at the acquired date, instead of the fair value associated with the interests of the transferred equity at the period they are acquired, as per “Paragraph 33 of AASB 3” (Aasb.gov.au, 2019). For instance, an assumption is made that 30% of the shares of FAB Limited are acquired by JKY Limited by considering the fact that FAB Limited has disclosed profit after tax of $100,000 and dividends of $50,000. At the time of share purchase, the following journal entry needs to be passed at cost value: As $15,000 dividend would be received by JKY Limited, the investment account value would be reduced. Lastly, JKY Limited is needed to record profit after tax of FAB Limited in the form of increase in investment account. Part B Response: During the financial year, it is evident for the distinct legal firms within an economic entity in order to make transactions with each other. For consolidated account preparation, the effect of all transactions between companies within the parent is removed entirely even during the period the parent entity holds a portion of issued equity as well (Chambers2014). In this regard, it needs to be noted that “Paragraph 29
6CORPORATE AND FINANCIAL ACCOUNTING of AASB 127” needs intra-group transactions, balances, income and expenses to be removedentirely(Legislation.gov.au2019).Someexamplesofthesetypesof transactions primarily constitute of the following: Payment of management fees to a group member Payment of dividends to the group members Sale of intra-group inventory Sale of non-current assets of intra-group Loans of intra-group The adjustments of consolidation pertaining to intra-group transactions remove such transactions through real accounting entry reversal made so that it is possible to realise transactions in distinct legal firms (Cîrstea 2014). From the provided case, it has been identified that inventory was bought by JKY Limited from a partially owned subsidiary. Therefore, the group could not recognise revenueuntilinventoryissoldtotheoutsideparties.Asaresult,eliminationof unrecognised profits is required from the consolidated accounts (Flower 2018). The occurrence of unrecognised inventory is evident from inventory sale within the group in order to earn profit that is hold until the end of the period. As mentioned in “Paragraph 25 of AASB 127”, any profit or loss from intra-group transactions realised in inventory and non-current assets have to be removed completely. Based on the given information, a partially owned subsidiary of JKY Limited is assumed to have sold inventory to JKY Limited, which constitutes of mark-up as well. At the time JKY Limited sells inventory to the outside customers, it is correct from the viewpoint of group transactions (Hoyle, Schaefer and Doupnik 2015). However, until JKY Limited sells products to the outside customers, the profit realised by subsidiary on inventory sold to JKY Limited would result in unrecognised profit, which would result in undueincreaseingroupprofit.Therefore,theunrecognisedprofitneedstobe eliminated accordingly. For example, it is estimated that inventory has been bought by JKY Limited from the subsidiary for $12,500, which is retained at the end of the period. Additional assumption is made that 25% margin is to be earned by the subsidiary and hence, profit on inventory balance is obtained as $2,500 ($12,500 * 25/125). This would lead to overstated consolidated profit by $2,500 due to which adjustment entry needs to be passed as follows: At the time the subsidiary sells goods having non-controlling interest within the group, there is a requirement to decrease the overall unrealised profit. This increases doubt concerning the profit that is to be reported for the non-controlling interests. The initial initiative is to assign to certain non-controlling interests a portion of share related with unrecognised profit. For this reason, the overall profit of the selling organisation is decreased. Another initiative is to consider no portion of unrecognised profit to the non- controlling interests. Moreover, the non-controlling interest figure indicates share capita entitlement along with reserves related with the subsidiary (Pacter 2014). For example,
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7CORPORATE AND FINANCIAL ACCOUNTING it is deemed that 80% interest is attained by JKY Limited where E Limited has 75% interest. In the accounting year, D Limited made sales that costed $70,000 for $100,000 to E Limited. Among them 50% of the goods are just sold by E Limited. At the time JKY prepares its financial statements, eliminate of the unrecognised profits in inventories must be considered. Profit transfer that takes place from D to E Limited is carried out at $ 50000 and the group cost is deemed to be $35000. For this reason, the intra-group profit is decreased from the inventories that are $ 15000. Through implementing the first technique, JKY Limited is observed to own 80% interest within the company along with that 20% of it is non-controlling interest. Moreover, the fraction of the non-controlling interest is gathered to be $3,000. Part C Response: NCI Disclosure Requirement Impact being a Separate Item in the Consolidation Process: It is signified from “Paragraph 27 of AASB 127” which separate and consolidated the financial statements require different presentation of non-controlling interest from the parent company’s equity with the statement of balance sheet (Aasb.gov.au 2019). Non-controlling interest is a part of the subsidiary’s equity that might not be directly or indirectly attributed to the parent company. The mentioned standard has also supported in enhanced accounting and reporting fir the con-controlling interest within financial statements.Thereexistsseparatereportingofnon-controllinginterestwithinthe consolidatingprocess.Moreover,thechangesneedtobereconciledwithinthe shareholders equity explaining the variations within the parent company long with the non-controlling interest, as per “Paragraph 106 (a) of AASB 101” (Aasb.gov.au 2019). It is important to label as well as recognise separate amount for non-controlling interest. The major cause behind the different presentation is to entertain additional clarifications to the shareholders of consolidated group that owns to claim the group’s net assets. In addition, thee exist a fair indication when one of the companies is observed to have direct and indirect non-controlling financial interest (Müller 2014). Equity transactions can also be explained as changes in the parent company’s ownership interest within a subsidiary that do not exist when the parent company loses control over its subsidiary. If major part of the equity that is held by the non-controlling interestvaries,thechangeswillberelatedwiththerelativesubsidiaryinterest represented by carrying out adjustments in the controlling and non-controlling interests’ carrying values. In addition, the adjustment of the fair value and non-controlling interests carrying values payment is directly recognised and they are attributable to the parent company’s shareholders (Wahlen, Baginski and Bradshaw 2014). Changes for Assure Accurate Consolidated Financial Statements Representation: For suitable consolidated financial statements representation some changes are required explained in AASB 101. There is no requirement for developing consolidated financial statement on a similar date of reporting along with that adjustments are needed for indicating impacts in major transactions or events taking place between the subsidiary dates and financial statements of parent company. The investments carrying
8CORPORATE AND FINANCIAL ACCOUNTING value made by the parent company within the subsidiary requires being offset along with part of equity of all the subsidiaries that is held by parents must be eliminated (Maynard 2017). The impairment loses related with related assets must be realised from intra- group losses. Conversely, transactions associated with into-group income, expenses along with the balances needs to be decreased. Such consolidated financial statements must include distinct forms of liabilities, cash flows, expenses and assets related with parent company along with its subsidiaries. Moreover, certain temporary differences taking place from decrease in profit and loss resulting in intra-group transactions is applicable in adherence to ASB 112. It must be ensured that certain accounting policies of the group member while developing the consolidated financial statements in a conditionwhenagroupmemberemploysdistinctaccountingpoliciesforseveral transactions (Hendersonet al. 2015). The total comprehensive income has to be attributed by an organisation to non- controlling interest and owners of the parent, although the treatment might result in unfavourable balance associated with non-controlling interest. Moreover, the profit or loss share at the time a subsidiary has due cumulative preference shares; have to be computed by the organisation after carrying out dividend adjustments on the shares irrespective of the declaration of dividend (Pratt 2016). Impact of needed alterations on disclosure needs in the annual report: As inherent from“Paragraph 10 of AASB 127”, at the time of preparing distinct financial statements, accounting for joint venture investments need to be taken into considerationandrelatedsubsidiariesatcostorincompliancewithAASB9 (Aasb.gov.au2019).Thishasincreasedtherelaxationscopewhenitcomesto preparing the consolidated financial statements. If materiality is lacking for information occurring due to a specific disclosure, the relevant measurement bases and their related accounting policies have to be reported so that the consolidated financial statements could be prepared accordingly. In addition to this, the subsidiaries’ financial statements after the reporting period are needed when preparing the consolidated financial statements and if the reporting period of the parent and its subsidiaries differs from each other, it is mandatory to disclose the same in the financial reports. Along with this, if the parent firm owns below half of the voting rights in any subsidiary, it is crucial to report disclosures about the nature of association between the parent and its subsidiary (Kravet 2014). Thus, the disclosure requirements are bound to have impactwhen the parent is involved in preparing the consolidated financial statements. Conclusion: The above analysis makes it apparent that the accounting treatments change considerably,particularlythoseassociatedwithnon-controllinginterestaswellas consolidation accounting pertaining to the different standards of accounting. When the differences between the methods of equity accounting and consolidation accounting are evaluated in case of acquisition of a small organisation by the parent, the principles of
9CORPORATE AND FINANCIAL ACCOUNTING recognitionandbasesofmeasurementvaryfromorganisationtoorganisation.In addition, the intra-group transactions have significant variations in terms of treatment in the consolidated financial statements of both the firms. Finally, it has been assessed that the disclosure requirements needing non-controlling interests in the form of a distinct item in the consolidated financial reports has considerable effect on the entire process of consolidation.
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10CORPORATE AND FINANCIAL ACCOUNTING References: Aasb.gov.au.,2019.[online]Availableat: https://www.aasb.gov.au/admin/file/content105/c9/AASB3_08-15.pdf [Accessed 18 May 2019]. Aasb.gov.au.,2019.[online]Availableat: https://www.aasb.gov.au/admin/file/content105/c9/AASB128_08-11.pdf[Accessed18 May 2019]. Aasb.gov.au.,2019.[online]Availableat: https://www.aasb.gov.au/admin/file/content105/c9/AASB10_08-11.pdf[Accessed18 May 2019]. Aasb.gov.au.,2019.[online]Availableat: https://www.aasb.gov.au/admin/file/content105/c9/AASB127_08-11_COMPjan15_07- 15.pdf [Accessed 18 May 2019]. Aasb.gov.au.,2019.[online]Availableat: https://www.aasb.gov.au/admin/file/content105/c9/AASB101_07-15.pdf[Accessed18 May 2019]. Aletkin, P.A., 2014. International financial reporting standards implementation into the Russian accounting system.Mediterranean Journal of Social Sciences,5(24), p.33 Atanasov, V.A. and Black, B.S., 2016. Shock-based causal inference in corporate finance and accounting research.Critical Finance Review,5, pp.207-304. Balakrishnan, K., Watts, R. and Zuo, L., 2016. The effect of accounting conservatism on corporate investment during the global financial crisis.Journal of Business Finance & Accounting,43(5-6), pp.513-542. Chambers, R.L. ed., 2014.An accounting thesaurus: 500 years of accounting. Elsevier. Cîrstea,A.,2014.Theneedforpublicsectorconsolidatedfinancial statements.Procedia Economics and Finance,15, pp.1289-1296. Flower, J., 2018.Global financial reporting. Macmillan International Higher Education. Henderson, S., Peirson, G., Herbohn, K. and Howieson, B., 2015.Issues in financial accounting. Pearson Higher Education AU. Hoyle, J.B., Schaefer, T. and Doupnik, T., 2015.Advanced accounting. McGraw Hill. Kravet, T.D., 2014. Accounting conservatism and managerial risk-taking: Corporate acquisitions.Journal of Accounting and Economics,57(2-3), pp.218-240. Legislation.gov.au., 2019.AASB 127 - Consolidated and Separate Financial Statements - July 2004. [online] Available at: https://www.legislation.gov.au/Details/F2009C01112 [Accessed 4 May 2019].
11CORPORATE AND FINANCIAL ACCOUNTING Maynard, J., 2017.Financial accounting, reporting, and analysis. Oxford University Press. Müller, V.O., 2014. The impact of IFRS adoption on the quality of consolidated financial reporting.Procedia-Social and Behavioral Sciences,109, pp.976-982. Pacter,P.,2014.Globalaccountingstandards-FromVisiontoreality.Professional Accountant,2014(1), pp.26-27. Pratt, J., 2016.Financial accounting in an economic context. John Wiley & Sons. Wahlen, J.M., Baginski, S.P. and Bradshaw, M., 2014.Financial reporting, financial statement analysis and valuation. Nelson Education.