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1
Update on HKFRSs 2008 ndash 200929 October 2008
copy 2006-08 Nelson 1
Nelson LamNelson Lam 林智遠林智遠MBA MSc BBA ACA ACS CFA CPA(Aust) CPA(US) FCCA FCPA(Practising) MSCA
Amendment Effective After 112008Amendment Effective After 112008Selected new interpretations and amendments to HKFRSs issued in 2007 to 2008
bull HK(IFRIC )12 Service Concession Arrangements (2007)bull HK(IFRIC) 13 Customer Loyalty Programmes (2007)
Effective for periods beginning onafter
1 Jan 20081 Jul 2008bull HK(IFRIC) 13 Customer Loyalty Programmes (2007)
bull HK(IFRIC) 14 HKAS 19 mdashThe Limit on a Defined Benefit Asset Minimum Funding Requirements and their Interaction (2007)
bull HK(IFRIC) 15 Agreements for the Construction of Real Estate(2008)
bull HK(IFRIC) 16 Hedges of a Net Investment in a Foreign Operation (2008)
bull HKFRS 8 Operating Segments (2007)bull HKFRS 23 Borrowing Costs (2007)
HKAS 1 P t ti f Fi i l St t t (2007)
1 Jul 20081 Jan 2008
1 Jan 2009
1 Oct 2008
1 Jan 20091 Jan 20091 J 2009
copy 2006-08 Nelson 2
bull HKAS 1 Presentation of Financial Statements (2007)bull HKAS 27 Consolidated and Separate Financial Statements
(2008)bull HKFRS 3 Business Combination (2008)bull Amendments to HKAS 32 and HKAS 1 Puttable Financial
Instruments and Obligations Arising on Liquidation (2008)bull Amendments to HKAS 39 and HKFRS 7 Reclassification of
Financial Assets (2008)
1 Jan 2009 1 Jul 2009
1 Jul 20091 Jan 2009
1 Jul 2008
2
Service Concession Arrangements (HK(IFRIC) Interpretation 12)
copy 2006-08 Nelson 3
Scope of HK(IFRIC)-Int 12
bull HK(IFRIC) Interpretation 12ndash gives guidance on the accounting by operators for
public-to-private service concession arrangementspublic to private service concession arrangementsbull The interpretation applies to public-to-private
service concession arrangements ifa) the grantor controls or regulates
bull what service the operator must provide with the infrastructure
bull to whom it must provide them andat what price and
bull No need to have complete control
bull Sufficient for the price to be regulated say by capping mechanism
copy 2006-08 Nelson 4
bull at what price andb) the grantor controls ndash through ownership
beneficial entitlement or otherwise ndash any significant residual interest in the infrastructure at the end of the term of arrangement
3
Summary of HK(IFRIC)-Int 12a) Treatment of operatorrsquos
rights over the infrastructure
O ti
Shall not be recognised as PPEShall not be recognised as PPE
C t tiFV to beb) Recognition amp measurement of arrangement consideration
c) Construction or upgrade services
d) Operation servicese) Borrowing costs
HKAS 11
Operation Services
Construction or Upgrade Services
HKAS 18HKAS 23
Unconditional
FV to be used
copy 2006-08 Nelson 5
f) Subsequent accounting treatment of a financial asset and an intangible asset and
g) Items provided to the operator by the grantor
Financial AssetFinancial Asset
Intangible AssetIntangible Asset
Unconditional contractual right to receive cash or other FAA right (a licence) to charge users
HKAS 39
HKAS 38
Use only or as part of the considerationUse only or as part of the consideration
Consensus
bull Under the terms of contractual arrangements within the scope of this Interpretation the
Recognition and Measurement of Arrangement Consideration
within the scope of this Interpretation the operator acts as a service provider
bull The operator ndash constructs or upgrades infrastructure
(construction or upgrade services) used to provide a public service and
ndash operates and maintains that infrastructure (operation services) for a specified period of
Operation Services
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
copy 2006-08 Nelson 6
time bull The operator shall recognise and measure
revenue in accordance with HKAS 11 and 18 for the services it performs
4
Consensus
Recognition and Measurement of Arrangement Consideration
Operation Services
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
bull The operator shall account for revenue and costs relating to construction or upgrade services in accordance with HKAS 11
bull The operator shall account for revenue and costs relating to operation services in
d ith HKAS 18HKAS 11 HKAS 18
copy 2006-08 Nelson 7
accordance with HKAS 18
Consensus
bull If the operator provides construction or upgrade services the consideration received
Construction or Upgrade Services
upgrade services the consideration received or receivable by the operator shall be recognised at its fair value
bull The consideration may be rights to a) a financial asset or b) an intangible asset
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
copy 2006-08 Nelson 8
Financial AssetFinancial Asset
Intangible AssetIntangible Asset
An unconditional contractual right to receive cash or another financial asset
A right (a licence) to charge users of the public service
5
Consensus
bull If the operator is paid for the construction services partly by a financial asset and partly by an intangible assetp y y gndash it is necessary to account separately for
each component of the operators consideration
ndash The consideration received or receivable for both components shall be recognised initially at the fair value of the consideration received or receivable
bull The nature of the consideration given by the
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
copy 2006-08 Nelson 9
bull The nature of the consideration given by the grantor to the operator shall be determined by reference to the contract terms and when it exists relevant contract law
Financial AssetFinancial Asset
Intangible AssetIntangible Asset
ConsensusCase
China Communications Construction Company LtdAnnual Report of 2006
ndash IFRIC 12 Service Concession Arrangementsbull effective for annual periods beginning on or after 1 January 2008 was
early adopted in 2006 ndash The Group is engaged in certain service concession arrangements in which the
Group bull carries out the construction work (eg toll highways and bridges) for the
granting authority and i i h i ht t t th t d i d
copy 2006-08 Nelson 10
bull receives in exchange a right to operate the asset concerned in accordance with pre-established conditions set by the granting authority
ndash In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12) the assets under the concession arrangements may be classified as
bull intangible assets orbull financial assets
6
ConsensusCase
China Communications Construction Company LtdAnnual Report of 2006
ndash The assets are classifiedbull as intangibles if the operator receives a right (a license) to charge users of
the public service or bull as financial assets if paid by the granting authority
ndash The Group classified the non-current assets linked to the long-term investment in these concession arrangements as
bull ldquoconcession assetsrsquorsquo within intangible assets classification on the balance h t if th i t ibl t d l i d t d
copy 2006-08 Nelson 11
sheet if the intangible asset model is adopted ndash Once the underlying infrastructure of the concession arrangements is
completedbull the concession assets will be amortised over the term of the concession
on a straight-line basis under the intangible asset model
Customer Loyalty Programmes (HK(IFRIC) Interpretation 13)
copy 2006-08 Nelson 12
7
Scope
bull HK(IFRIC) Interpretation 13 applies to customer loyalty award credits thata) an entity grants to its customers as part of a salesa) an entity grants to its customers as part of a sales
transaction ie a sale of goods rendering of services or use by a customer of entity assets and
b) subject to meeting any further qualifying conditions the customers can redeem in the future for free or discounted goods or services
bull The Interpretation addresses accounting by the entity that grants award credits to its customers
copy 2006-08 Nelson 13
Issues
bull Whether the entityrsquos obligation to provide free or discounted goods or services (awards) in the future should be recognised and measured byg yi) allocating some of the consideration received or
receivable from the sales transaction to the award credits and deferring the recognition of revenue(applying HKAS 1813) or
ii) providing for the estimated future costs of supplying the awards (applying HKAS 1819) and
bull If consideration is allocated to the award creditsi) h h h ld b ll t d t th
copy 2006-08 Nelson 14
i) how much should be allocated to themii) when revenue should be recognised andiii) if a third party supplies the awards how revenue
should be measured
8
Conclusions ndash Separation
bull An entity shall ndash apply HKAS 1813 and
account for award credits as a separately
Separately Identifiable Componentndash account for award credits as a separately
identifiable component of the sales transaction(s) in which they are granted (the initial sale)
bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between
the award credits and
Component
Award Credit
Fair Value
copy 2006-08 Nelson 15
ndash the award credits and ndash the other components of the sale Components
Other Components
Supplied by Supplied by the Entity Itselfthe Entity Itself
Supplied by Supplied by the Third Partythe Third Party
Conclusions ndash Recognition
bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when
ndash award credits are redeemed andndash it fulfils its obligations to supply awards
bull The amount of revenue recognised shall be based on
ndash the number of award credits that have been redeemed in exchange for awards
No of Award Credits Redeemed in Exchange
divide
copy 2006-08 Nelson 16
ndash relative to the total number expected to be redeemed
Supplied bySupplied bythe Entity Itselfthe Entity Itself
Total No of Award Credits Expected to be Redeemed
9
Conclusions ndash RecognitionExample
bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they
spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further
groceries ‒ The points have no expiry date
bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to
copy 2006-08 Nelson 17
Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100
Dr Cash $ 2000Cr Revenue $ 1900
Deferred income 100
Conclusions ndash RecognitionExample
Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for
groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50
Dr Deferred income $ 50Cr Revenue $ 50
Year 2bull In the second year management revises its expectations and now expects 90
points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number
copy 2006-08 Nelson 18
g y p g gredeemed to 40 + 41 = 81 points
bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40
in the second yearDr Deferred income $ 40Cr Revenue $ 40
10
Conclusions ndash RecognitionExample
Year 3bull In the third year a further nine points are redeemed taking the total number of
points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie
that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40
in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised
copy 2006-08 Nelson 19
Dr Deferred income $ 10Cr Revenue $ 10
Conclusions ndash Recognition
bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits
ndash on its own account(ie as the principal in the transaction) or
ndash on behalf of the third party(ie as an agent for the third party)
On its Own Account
On Behalf of the Third Party
copy 2006-08 Nelson 20
Supplied by Supplied by the Third Partythe Third Party
11
Construction of Real Estate(HK(IFRIC) Interpretation 15)
copy 2006-08 Nelson 21
Before 2005 helliphellip
bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale
f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies
Stage of Completion Full Completion
copy 2006-08 Nelson 22
12
HK Interpretation 3
bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties
do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the
construction of the properties
bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as
required under HKAS 11 shall not be used to i i i f h t t
copy 2006-08 Nelson 23
recognise revenue arising from such contracts
HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-
sale transactions
Scope and Issue of HK(IFRIC) 15
bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated
expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are
ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or
servicesbull Issues
ndash HK(IFRIC) 15 addresses two issues
copy 2006-08 Nelson 24
ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be
recognised
13
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
HKAS 18HKAS 18
bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set
out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major
structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)
HKAS 11HKAS 11
copy 2006-08 Nelson 25
ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers
have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit
HKAS 11HKAS 11
HKAS 18HKAS 18
copy 2006-08 Nelson 26
ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design
14
2 When is Revenue Recognised
bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably
Construction Contract
yndash the entity shall recognise revenue by reference to
the stage of completion of the contract activity in accordance with HKAS 11
bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether
R d i f
copy 2006-08 Nelson 27
the agreement is bull for the rendering of services or bull for the sale of goods
Rendering of Services
Sale of Goods
2 When is Revenue Recognised
bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the
rendering of services in accordance with HKAS 18
bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by
reference to the stage of completion of the transaction using the percentage of completion
h dR d i f
copy 2006-08 Nelson 28
method bull The requirements of HKAS 11 are generally
applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)
Rendering of Services
15
2 When is Revenue Recognised
bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of
goods and the criteria for recognition of revenue set out in HKAS 1814 apply
bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction
copy 2006-08 Nelson 29
progresses orndash of the real estate in its entirely at a single time
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
Transfer WIP as Transfer WIP as construction progressconstruction progress
2 When is Revenue Recognised
bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to
the stage of completion using the percentage of completion method
bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction
copy 2006-08 Nelson 30
Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
2
Service Concession Arrangements (HK(IFRIC) Interpretation 12)
copy 2006-08 Nelson 3
Scope of HK(IFRIC)-Int 12
bull HK(IFRIC) Interpretation 12ndash gives guidance on the accounting by operators for
public-to-private service concession arrangementspublic to private service concession arrangementsbull The interpretation applies to public-to-private
service concession arrangements ifa) the grantor controls or regulates
bull what service the operator must provide with the infrastructure
bull to whom it must provide them andat what price and
bull No need to have complete control
bull Sufficient for the price to be regulated say by capping mechanism
copy 2006-08 Nelson 4
bull at what price andb) the grantor controls ndash through ownership
beneficial entitlement or otherwise ndash any significant residual interest in the infrastructure at the end of the term of arrangement
3
Summary of HK(IFRIC)-Int 12a) Treatment of operatorrsquos
rights over the infrastructure
O ti
Shall not be recognised as PPEShall not be recognised as PPE
C t tiFV to beb) Recognition amp measurement of arrangement consideration
c) Construction or upgrade services
d) Operation servicese) Borrowing costs
HKAS 11
Operation Services
Construction or Upgrade Services
HKAS 18HKAS 23
Unconditional
FV to be used
copy 2006-08 Nelson 5
f) Subsequent accounting treatment of a financial asset and an intangible asset and
g) Items provided to the operator by the grantor
Financial AssetFinancial Asset
Intangible AssetIntangible Asset
Unconditional contractual right to receive cash or other FAA right (a licence) to charge users
HKAS 39
HKAS 38
Use only or as part of the considerationUse only or as part of the consideration
Consensus
bull Under the terms of contractual arrangements within the scope of this Interpretation the
Recognition and Measurement of Arrangement Consideration
within the scope of this Interpretation the operator acts as a service provider
bull The operator ndash constructs or upgrades infrastructure
(construction or upgrade services) used to provide a public service and
ndash operates and maintains that infrastructure (operation services) for a specified period of
Operation Services
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
copy 2006-08 Nelson 6
time bull The operator shall recognise and measure
revenue in accordance with HKAS 11 and 18 for the services it performs
4
Consensus
Recognition and Measurement of Arrangement Consideration
Operation Services
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
bull The operator shall account for revenue and costs relating to construction or upgrade services in accordance with HKAS 11
bull The operator shall account for revenue and costs relating to operation services in
d ith HKAS 18HKAS 11 HKAS 18
copy 2006-08 Nelson 7
accordance with HKAS 18
Consensus
bull If the operator provides construction or upgrade services the consideration received
Construction or Upgrade Services
upgrade services the consideration received or receivable by the operator shall be recognised at its fair value
bull The consideration may be rights to a) a financial asset or b) an intangible asset
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
copy 2006-08 Nelson 8
Financial AssetFinancial Asset
Intangible AssetIntangible Asset
An unconditional contractual right to receive cash or another financial asset
A right (a licence) to charge users of the public service
5
Consensus
bull If the operator is paid for the construction services partly by a financial asset and partly by an intangible assetp y y gndash it is necessary to account separately for
each component of the operators consideration
ndash The consideration received or receivable for both components shall be recognised initially at the fair value of the consideration received or receivable
bull The nature of the consideration given by the
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
copy 2006-08 Nelson 9
bull The nature of the consideration given by the grantor to the operator shall be determined by reference to the contract terms and when it exists relevant contract law
Financial AssetFinancial Asset
Intangible AssetIntangible Asset
ConsensusCase
China Communications Construction Company LtdAnnual Report of 2006
ndash IFRIC 12 Service Concession Arrangementsbull effective for annual periods beginning on or after 1 January 2008 was
early adopted in 2006 ndash The Group is engaged in certain service concession arrangements in which the
Group bull carries out the construction work (eg toll highways and bridges) for the
granting authority and i i h i ht t t th t d i d
copy 2006-08 Nelson 10
bull receives in exchange a right to operate the asset concerned in accordance with pre-established conditions set by the granting authority
ndash In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12) the assets under the concession arrangements may be classified as
bull intangible assets orbull financial assets
6
ConsensusCase
China Communications Construction Company LtdAnnual Report of 2006
ndash The assets are classifiedbull as intangibles if the operator receives a right (a license) to charge users of
the public service or bull as financial assets if paid by the granting authority
ndash The Group classified the non-current assets linked to the long-term investment in these concession arrangements as
bull ldquoconcession assetsrsquorsquo within intangible assets classification on the balance h t if th i t ibl t d l i d t d
copy 2006-08 Nelson 11
sheet if the intangible asset model is adopted ndash Once the underlying infrastructure of the concession arrangements is
completedbull the concession assets will be amortised over the term of the concession
on a straight-line basis under the intangible asset model
Customer Loyalty Programmes (HK(IFRIC) Interpretation 13)
copy 2006-08 Nelson 12
7
Scope
bull HK(IFRIC) Interpretation 13 applies to customer loyalty award credits thata) an entity grants to its customers as part of a salesa) an entity grants to its customers as part of a sales
transaction ie a sale of goods rendering of services or use by a customer of entity assets and
b) subject to meeting any further qualifying conditions the customers can redeem in the future for free or discounted goods or services
bull The Interpretation addresses accounting by the entity that grants award credits to its customers
copy 2006-08 Nelson 13
Issues
bull Whether the entityrsquos obligation to provide free or discounted goods or services (awards) in the future should be recognised and measured byg yi) allocating some of the consideration received or
receivable from the sales transaction to the award credits and deferring the recognition of revenue(applying HKAS 1813) or
ii) providing for the estimated future costs of supplying the awards (applying HKAS 1819) and
bull If consideration is allocated to the award creditsi) h h h ld b ll t d t th
copy 2006-08 Nelson 14
i) how much should be allocated to themii) when revenue should be recognised andiii) if a third party supplies the awards how revenue
should be measured
8
Conclusions ndash Separation
bull An entity shall ndash apply HKAS 1813 and
account for award credits as a separately
Separately Identifiable Componentndash account for award credits as a separately
identifiable component of the sales transaction(s) in which they are granted (the initial sale)
bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between
the award credits and
Component
Award Credit
Fair Value
copy 2006-08 Nelson 15
ndash the award credits and ndash the other components of the sale Components
Other Components
Supplied by Supplied by the Entity Itselfthe Entity Itself
Supplied by Supplied by the Third Partythe Third Party
Conclusions ndash Recognition
bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when
ndash award credits are redeemed andndash it fulfils its obligations to supply awards
bull The amount of revenue recognised shall be based on
ndash the number of award credits that have been redeemed in exchange for awards
No of Award Credits Redeemed in Exchange
divide
copy 2006-08 Nelson 16
ndash relative to the total number expected to be redeemed
Supplied bySupplied bythe Entity Itselfthe Entity Itself
Total No of Award Credits Expected to be Redeemed
9
Conclusions ndash RecognitionExample
bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they
spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further
groceries ‒ The points have no expiry date
bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to
copy 2006-08 Nelson 17
Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100
Dr Cash $ 2000Cr Revenue $ 1900
Deferred income 100
Conclusions ndash RecognitionExample
Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for
groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50
Dr Deferred income $ 50Cr Revenue $ 50
Year 2bull In the second year management revises its expectations and now expects 90
points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number
copy 2006-08 Nelson 18
g y p g gredeemed to 40 + 41 = 81 points
bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40
in the second yearDr Deferred income $ 40Cr Revenue $ 40
10
Conclusions ndash RecognitionExample
Year 3bull In the third year a further nine points are redeemed taking the total number of
points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie
that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40
in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised
copy 2006-08 Nelson 19
Dr Deferred income $ 10Cr Revenue $ 10
Conclusions ndash Recognition
bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits
ndash on its own account(ie as the principal in the transaction) or
ndash on behalf of the third party(ie as an agent for the third party)
On its Own Account
On Behalf of the Third Party
copy 2006-08 Nelson 20
Supplied by Supplied by the Third Partythe Third Party
11
Construction of Real Estate(HK(IFRIC) Interpretation 15)
copy 2006-08 Nelson 21
Before 2005 helliphellip
bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale
f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies
Stage of Completion Full Completion
copy 2006-08 Nelson 22
12
HK Interpretation 3
bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties
do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the
construction of the properties
bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as
required under HKAS 11 shall not be used to i i i f h t t
copy 2006-08 Nelson 23
recognise revenue arising from such contracts
HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-
sale transactions
Scope and Issue of HK(IFRIC) 15
bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated
expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are
ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or
servicesbull Issues
ndash HK(IFRIC) 15 addresses two issues
copy 2006-08 Nelson 24
ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be
recognised
13
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
HKAS 18HKAS 18
bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set
out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major
structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)
HKAS 11HKAS 11
copy 2006-08 Nelson 25
ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers
have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit
HKAS 11HKAS 11
HKAS 18HKAS 18
copy 2006-08 Nelson 26
ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design
14
2 When is Revenue Recognised
bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably
Construction Contract
yndash the entity shall recognise revenue by reference to
the stage of completion of the contract activity in accordance with HKAS 11
bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether
R d i f
copy 2006-08 Nelson 27
the agreement is bull for the rendering of services or bull for the sale of goods
Rendering of Services
Sale of Goods
2 When is Revenue Recognised
bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the
rendering of services in accordance with HKAS 18
bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by
reference to the stage of completion of the transaction using the percentage of completion
h dR d i f
copy 2006-08 Nelson 28
method bull The requirements of HKAS 11 are generally
applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)
Rendering of Services
15
2 When is Revenue Recognised
bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of
goods and the criteria for recognition of revenue set out in HKAS 1814 apply
bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction
copy 2006-08 Nelson 29
progresses orndash of the real estate in its entirely at a single time
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
Transfer WIP as Transfer WIP as construction progressconstruction progress
2 When is Revenue Recognised
bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to
the stage of completion using the percentage of completion method
bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction
copy 2006-08 Nelson 30
Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
3
Summary of HK(IFRIC)-Int 12a) Treatment of operatorrsquos
rights over the infrastructure
O ti
Shall not be recognised as PPEShall not be recognised as PPE
C t tiFV to beb) Recognition amp measurement of arrangement consideration
c) Construction or upgrade services
d) Operation servicese) Borrowing costs
HKAS 11
Operation Services
Construction or Upgrade Services
HKAS 18HKAS 23
Unconditional
FV to be used
copy 2006-08 Nelson 5
f) Subsequent accounting treatment of a financial asset and an intangible asset and
g) Items provided to the operator by the grantor
Financial AssetFinancial Asset
Intangible AssetIntangible Asset
Unconditional contractual right to receive cash or other FAA right (a licence) to charge users
HKAS 39
HKAS 38
Use only or as part of the considerationUse only or as part of the consideration
Consensus
bull Under the terms of contractual arrangements within the scope of this Interpretation the
Recognition and Measurement of Arrangement Consideration
within the scope of this Interpretation the operator acts as a service provider
bull The operator ndash constructs or upgrades infrastructure
(construction or upgrade services) used to provide a public service and
ndash operates and maintains that infrastructure (operation services) for a specified period of
Operation Services
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
copy 2006-08 Nelson 6
time bull The operator shall recognise and measure
revenue in accordance with HKAS 11 and 18 for the services it performs
4
Consensus
Recognition and Measurement of Arrangement Consideration
Operation Services
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
bull The operator shall account for revenue and costs relating to construction or upgrade services in accordance with HKAS 11
bull The operator shall account for revenue and costs relating to operation services in
d ith HKAS 18HKAS 11 HKAS 18
copy 2006-08 Nelson 7
accordance with HKAS 18
Consensus
bull If the operator provides construction or upgrade services the consideration received
Construction or Upgrade Services
upgrade services the consideration received or receivable by the operator shall be recognised at its fair value
bull The consideration may be rights to a) a financial asset or b) an intangible asset
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
copy 2006-08 Nelson 8
Financial AssetFinancial Asset
Intangible AssetIntangible Asset
An unconditional contractual right to receive cash or another financial asset
A right (a licence) to charge users of the public service
5
Consensus
bull If the operator is paid for the construction services partly by a financial asset and partly by an intangible assetp y y gndash it is necessary to account separately for
each component of the operators consideration
ndash The consideration received or receivable for both components shall be recognised initially at the fair value of the consideration received or receivable
bull The nature of the consideration given by the
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
copy 2006-08 Nelson 9
bull The nature of the consideration given by the grantor to the operator shall be determined by reference to the contract terms and when it exists relevant contract law
Financial AssetFinancial Asset
Intangible AssetIntangible Asset
ConsensusCase
China Communications Construction Company LtdAnnual Report of 2006
ndash IFRIC 12 Service Concession Arrangementsbull effective for annual periods beginning on or after 1 January 2008 was
early adopted in 2006 ndash The Group is engaged in certain service concession arrangements in which the
Group bull carries out the construction work (eg toll highways and bridges) for the
granting authority and i i h i ht t t th t d i d
copy 2006-08 Nelson 10
bull receives in exchange a right to operate the asset concerned in accordance with pre-established conditions set by the granting authority
ndash In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12) the assets under the concession arrangements may be classified as
bull intangible assets orbull financial assets
6
ConsensusCase
China Communications Construction Company LtdAnnual Report of 2006
ndash The assets are classifiedbull as intangibles if the operator receives a right (a license) to charge users of
the public service or bull as financial assets if paid by the granting authority
ndash The Group classified the non-current assets linked to the long-term investment in these concession arrangements as
bull ldquoconcession assetsrsquorsquo within intangible assets classification on the balance h t if th i t ibl t d l i d t d
copy 2006-08 Nelson 11
sheet if the intangible asset model is adopted ndash Once the underlying infrastructure of the concession arrangements is
completedbull the concession assets will be amortised over the term of the concession
on a straight-line basis under the intangible asset model
Customer Loyalty Programmes (HK(IFRIC) Interpretation 13)
copy 2006-08 Nelson 12
7
Scope
bull HK(IFRIC) Interpretation 13 applies to customer loyalty award credits thata) an entity grants to its customers as part of a salesa) an entity grants to its customers as part of a sales
transaction ie a sale of goods rendering of services or use by a customer of entity assets and
b) subject to meeting any further qualifying conditions the customers can redeem in the future for free or discounted goods or services
bull The Interpretation addresses accounting by the entity that grants award credits to its customers
copy 2006-08 Nelson 13
Issues
bull Whether the entityrsquos obligation to provide free or discounted goods or services (awards) in the future should be recognised and measured byg yi) allocating some of the consideration received or
receivable from the sales transaction to the award credits and deferring the recognition of revenue(applying HKAS 1813) or
ii) providing for the estimated future costs of supplying the awards (applying HKAS 1819) and
bull If consideration is allocated to the award creditsi) h h h ld b ll t d t th
copy 2006-08 Nelson 14
i) how much should be allocated to themii) when revenue should be recognised andiii) if a third party supplies the awards how revenue
should be measured
8
Conclusions ndash Separation
bull An entity shall ndash apply HKAS 1813 and
account for award credits as a separately
Separately Identifiable Componentndash account for award credits as a separately
identifiable component of the sales transaction(s) in which they are granted (the initial sale)
bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between
the award credits and
Component
Award Credit
Fair Value
copy 2006-08 Nelson 15
ndash the award credits and ndash the other components of the sale Components
Other Components
Supplied by Supplied by the Entity Itselfthe Entity Itself
Supplied by Supplied by the Third Partythe Third Party
Conclusions ndash Recognition
bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when
ndash award credits are redeemed andndash it fulfils its obligations to supply awards
bull The amount of revenue recognised shall be based on
ndash the number of award credits that have been redeemed in exchange for awards
No of Award Credits Redeemed in Exchange
divide
copy 2006-08 Nelson 16
ndash relative to the total number expected to be redeemed
Supplied bySupplied bythe Entity Itselfthe Entity Itself
Total No of Award Credits Expected to be Redeemed
9
Conclusions ndash RecognitionExample
bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they
spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further
groceries ‒ The points have no expiry date
bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to
copy 2006-08 Nelson 17
Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100
Dr Cash $ 2000Cr Revenue $ 1900
Deferred income 100
Conclusions ndash RecognitionExample
Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for
groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50
Dr Deferred income $ 50Cr Revenue $ 50
Year 2bull In the second year management revises its expectations and now expects 90
points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number
copy 2006-08 Nelson 18
g y p g gredeemed to 40 + 41 = 81 points
bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40
in the second yearDr Deferred income $ 40Cr Revenue $ 40
10
Conclusions ndash RecognitionExample
Year 3bull In the third year a further nine points are redeemed taking the total number of
points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie
that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40
in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised
copy 2006-08 Nelson 19
Dr Deferred income $ 10Cr Revenue $ 10
Conclusions ndash Recognition
bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits
ndash on its own account(ie as the principal in the transaction) or
ndash on behalf of the third party(ie as an agent for the third party)
On its Own Account
On Behalf of the Third Party
copy 2006-08 Nelson 20
Supplied by Supplied by the Third Partythe Third Party
11
Construction of Real Estate(HK(IFRIC) Interpretation 15)
copy 2006-08 Nelson 21
Before 2005 helliphellip
bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale
f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies
Stage of Completion Full Completion
copy 2006-08 Nelson 22
12
HK Interpretation 3
bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties
do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the
construction of the properties
bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as
required under HKAS 11 shall not be used to i i i f h t t
copy 2006-08 Nelson 23
recognise revenue arising from such contracts
HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-
sale transactions
Scope and Issue of HK(IFRIC) 15
bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated
expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are
ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or
servicesbull Issues
ndash HK(IFRIC) 15 addresses two issues
copy 2006-08 Nelson 24
ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be
recognised
13
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
HKAS 18HKAS 18
bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set
out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major
structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)
HKAS 11HKAS 11
copy 2006-08 Nelson 25
ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers
have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit
HKAS 11HKAS 11
HKAS 18HKAS 18
copy 2006-08 Nelson 26
ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design
14
2 When is Revenue Recognised
bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably
Construction Contract
yndash the entity shall recognise revenue by reference to
the stage of completion of the contract activity in accordance with HKAS 11
bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether
R d i f
copy 2006-08 Nelson 27
the agreement is bull for the rendering of services or bull for the sale of goods
Rendering of Services
Sale of Goods
2 When is Revenue Recognised
bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the
rendering of services in accordance with HKAS 18
bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by
reference to the stage of completion of the transaction using the percentage of completion
h dR d i f
copy 2006-08 Nelson 28
method bull The requirements of HKAS 11 are generally
applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)
Rendering of Services
15
2 When is Revenue Recognised
bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of
goods and the criteria for recognition of revenue set out in HKAS 1814 apply
bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction
copy 2006-08 Nelson 29
progresses orndash of the real estate in its entirely at a single time
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
Transfer WIP as Transfer WIP as construction progressconstruction progress
2 When is Revenue Recognised
bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to
the stage of completion using the percentage of completion method
bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction
copy 2006-08 Nelson 30
Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
4
Consensus
Recognition and Measurement of Arrangement Consideration
Operation Services
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
bull The operator shall account for revenue and costs relating to construction or upgrade services in accordance with HKAS 11
bull The operator shall account for revenue and costs relating to operation services in
d ith HKAS 18HKAS 11 HKAS 18
copy 2006-08 Nelson 7
accordance with HKAS 18
Consensus
bull If the operator provides construction or upgrade services the consideration received
Construction or Upgrade Services
upgrade services the consideration received or receivable by the operator shall be recognised at its fair value
bull The consideration may be rights to a) a financial asset or b) an intangible asset
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
copy 2006-08 Nelson 8
Financial AssetFinancial Asset
Intangible AssetIntangible Asset
An unconditional contractual right to receive cash or another financial asset
A right (a licence) to charge users of the public service
5
Consensus
bull If the operator is paid for the construction services partly by a financial asset and partly by an intangible assetp y y gndash it is necessary to account separately for
each component of the operators consideration
ndash The consideration received or receivable for both components shall be recognised initially at the fair value of the consideration received or receivable
bull The nature of the consideration given by the
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
copy 2006-08 Nelson 9
bull The nature of the consideration given by the grantor to the operator shall be determined by reference to the contract terms and when it exists relevant contract law
Financial AssetFinancial Asset
Intangible AssetIntangible Asset
ConsensusCase
China Communications Construction Company LtdAnnual Report of 2006
ndash IFRIC 12 Service Concession Arrangementsbull effective for annual periods beginning on or after 1 January 2008 was
early adopted in 2006 ndash The Group is engaged in certain service concession arrangements in which the
Group bull carries out the construction work (eg toll highways and bridges) for the
granting authority and i i h i ht t t th t d i d
copy 2006-08 Nelson 10
bull receives in exchange a right to operate the asset concerned in accordance with pre-established conditions set by the granting authority
ndash In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12) the assets under the concession arrangements may be classified as
bull intangible assets orbull financial assets
6
ConsensusCase
China Communications Construction Company LtdAnnual Report of 2006
ndash The assets are classifiedbull as intangibles if the operator receives a right (a license) to charge users of
the public service or bull as financial assets if paid by the granting authority
ndash The Group classified the non-current assets linked to the long-term investment in these concession arrangements as
bull ldquoconcession assetsrsquorsquo within intangible assets classification on the balance h t if th i t ibl t d l i d t d
copy 2006-08 Nelson 11
sheet if the intangible asset model is adopted ndash Once the underlying infrastructure of the concession arrangements is
completedbull the concession assets will be amortised over the term of the concession
on a straight-line basis under the intangible asset model
Customer Loyalty Programmes (HK(IFRIC) Interpretation 13)
copy 2006-08 Nelson 12
7
Scope
bull HK(IFRIC) Interpretation 13 applies to customer loyalty award credits thata) an entity grants to its customers as part of a salesa) an entity grants to its customers as part of a sales
transaction ie a sale of goods rendering of services or use by a customer of entity assets and
b) subject to meeting any further qualifying conditions the customers can redeem in the future for free or discounted goods or services
bull The Interpretation addresses accounting by the entity that grants award credits to its customers
copy 2006-08 Nelson 13
Issues
bull Whether the entityrsquos obligation to provide free or discounted goods or services (awards) in the future should be recognised and measured byg yi) allocating some of the consideration received or
receivable from the sales transaction to the award credits and deferring the recognition of revenue(applying HKAS 1813) or
ii) providing for the estimated future costs of supplying the awards (applying HKAS 1819) and
bull If consideration is allocated to the award creditsi) h h h ld b ll t d t th
copy 2006-08 Nelson 14
i) how much should be allocated to themii) when revenue should be recognised andiii) if a third party supplies the awards how revenue
should be measured
8
Conclusions ndash Separation
bull An entity shall ndash apply HKAS 1813 and
account for award credits as a separately
Separately Identifiable Componentndash account for award credits as a separately
identifiable component of the sales transaction(s) in which they are granted (the initial sale)
bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between
the award credits and
Component
Award Credit
Fair Value
copy 2006-08 Nelson 15
ndash the award credits and ndash the other components of the sale Components
Other Components
Supplied by Supplied by the Entity Itselfthe Entity Itself
Supplied by Supplied by the Third Partythe Third Party
Conclusions ndash Recognition
bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when
ndash award credits are redeemed andndash it fulfils its obligations to supply awards
bull The amount of revenue recognised shall be based on
ndash the number of award credits that have been redeemed in exchange for awards
No of Award Credits Redeemed in Exchange
divide
copy 2006-08 Nelson 16
ndash relative to the total number expected to be redeemed
Supplied bySupplied bythe Entity Itselfthe Entity Itself
Total No of Award Credits Expected to be Redeemed
9
Conclusions ndash RecognitionExample
bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they
spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further
groceries ‒ The points have no expiry date
bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to
copy 2006-08 Nelson 17
Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100
Dr Cash $ 2000Cr Revenue $ 1900
Deferred income 100
Conclusions ndash RecognitionExample
Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for
groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50
Dr Deferred income $ 50Cr Revenue $ 50
Year 2bull In the second year management revises its expectations and now expects 90
points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number
copy 2006-08 Nelson 18
g y p g gredeemed to 40 + 41 = 81 points
bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40
in the second yearDr Deferred income $ 40Cr Revenue $ 40
10
Conclusions ndash RecognitionExample
Year 3bull In the third year a further nine points are redeemed taking the total number of
points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie
that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40
in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised
copy 2006-08 Nelson 19
Dr Deferred income $ 10Cr Revenue $ 10
Conclusions ndash Recognition
bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits
ndash on its own account(ie as the principal in the transaction) or
ndash on behalf of the third party(ie as an agent for the third party)
On its Own Account
On Behalf of the Third Party
copy 2006-08 Nelson 20
Supplied by Supplied by the Third Partythe Third Party
11
Construction of Real Estate(HK(IFRIC) Interpretation 15)
copy 2006-08 Nelson 21
Before 2005 helliphellip
bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale
f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies
Stage of Completion Full Completion
copy 2006-08 Nelson 22
12
HK Interpretation 3
bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties
do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the
construction of the properties
bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as
required under HKAS 11 shall not be used to i i i f h t t
copy 2006-08 Nelson 23
recognise revenue arising from such contracts
HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-
sale transactions
Scope and Issue of HK(IFRIC) 15
bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated
expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are
ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or
servicesbull Issues
ndash HK(IFRIC) 15 addresses two issues
copy 2006-08 Nelson 24
ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be
recognised
13
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
HKAS 18HKAS 18
bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set
out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major
structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)
HKAS 11HKAS 11
copy 2006-08 Nelson 25
ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers
have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit
HKAS 11HKAS 11
HKAS 18HKAS 18
copy 2006-08 Nelson 26
ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design
14
2 When is Revenue Recognised
bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably
Construction Contract
yndash the entity shall recognise revenue by reference to
the stage of completion of the contract activity in accordance with HKAS 11
bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether
R d i f
copy 2006-08 Nelson 27
the agreement is bull for the rendering of services or bull for the sale of goods
Rendering of Services
Sale of Goods
2 When is Revenue Recognised
bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the
rendering of services in accordance with HKAS 18
bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by
reference to the stage of completion of the transaction using the percentage of completion
h dR d i f
copy 2006-08 Nelson 28
method bull The requirements of HKAS 11 are generally
applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)
Rendering of Services
15
2 When is Revenue Recognised
bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of
goods and the criteria for recognition of revenue set out in HKAS 1814 apply
bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction
copy 2006-08 Nelson 29
progresses orndash of the real estate in its entirely at a single time
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
Transfer WIP as Transfer WIP as construction progressconstruction progress
2 When is Revenue Recognised
bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to
the stage of completion using the percentage of completion method
bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction
copy 2006-08 Nelson 30
Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
5
Consensus
bull If the operator is paid for the construction services partly by a financial asset and partly by an intangible assetp y y gndash it is necessary to account separately for
each component of the operators consideration
ndash The consideration received or receivable for both components shall be recognised initially at the fair value of the consideration received or receivable
bull The nature of the consideration given by the
Operator = Service ProviderOperator = Service Provider
Construction or Upgrade
Services
copy 2006-08 Nelson 9
bull The nature of the consideration given by the grantor to the operator shall be determined by reference to the contract terms and when it exists relevant contract law
Financial AssetFinancial Asset
Intangible AssetIntangible Asset
ConsensusCase
China Communications Construction Company LtdAnnual Report of 2006
ndash IFRIC 12 Service Concession Arrangementsbull effective for annual periods beginning on or after 1 January 2008 was
early adopted in 2006 ndash The Group is engaged in certain service concession arrangements in which the
Group bull carries out the construction work (eg toll highways and bridges) for the
granting authority and i i h i ht t t th t d i d
copy 2006-08 Nelson 10
bull receives in exchange a right to operate the asset concerned in accordance with pre-established conditions set by the granting authority
ndash In accordance with the IFRIC Interpretation 12 Service Concession Arrangement (IFRIC 12) the assets under the concession arrangements may be classified as
bull intangible assets orbull financial assets
6
ConsensusCase
China Communications Construction Company LtdAnnual Report of 2006
ndash The assets are classifiedbull as intangibles if the operator receives a right (a license) to charge users of
the public service or bull as financial assets if paid by the granting authority
ndash The Group classified the non-current assets linked to the long-term investment in these concession arrangements as
bull ldquoconcession assetsrsquorsquo within intangible assets classification on the balance h t if th i t ibl t d l i d t d
copy 2006-08 Nelson 11
sheet if the intangible asset model is adopted ndash Once the underlying infrastructure of the concession arrangements is
completedbull the concession assets will be amortised over the term of the concession
on a straight-line basis under the intangible asset model
Customer Loyalty Programmes (HK(IFRIC) Interpretation 13)
copy 2006-08 Nelson 12
7
Scope
bull HK(IFRIC) Interpretation 13 applies to customer loyalty award credits thata) an entity grants to its customers as part of a salesa) an entity grants to its customers as part of a sales
transaction ie a sale of goods rendering of services or use by a customer of entity assets and
b) subject to meeting any further qualifying conditions the customers can redeem in the future for free or discounted goods or services
bull The Interpretation addresses accounting by the entity that grants award credits to its customers
copy 2006-08 Nelson 13
Issues
bull Whether the entityrsquos obligation to provide free or discounted goods or services (awards) in the future should be recognised and measured byg yi) allocating some of the consideration received or
receivable from the sales transaction to the award credits and deferring the recognition of revenue(applying HKAS 1813) or
ii) providing for the estimated future costs of supplying the awards (applying HKAS 1819) and
bull If consideration is allocated to the award creditsi) h h h ld b ll t d t th
copy 2006-08 Nelson 14
i) how much should be allocated to themii) when revenue should be recognised andiii) if a third party supplies the awards how revenue
should be measured
8
Conclusions ndash Separation
bull An entity shall ndash apply HKAS 1813 and
account for award credits as a separately
Separately Identifiable Componentndash account for award credits as a separately
identifiable component of the sales transaction(s) in which they are granted (the initial sale)
bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between
the award credits and
Component
Award Credit
Fair Value
copy 2006-08 Nelson 15
ndash the award credits and ndash the other components of the sale Components
Other Components
Supplied by Supplied by the Entity Itselfthe Entity Itself
Supplied by Supplied by the Third Partythe Third Party
Conclusions ndash Recognition
bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when
ndash award credits are redeemed andndash it fulfils its obligations to supply awards
bull The amount of revenue recognised shall be based on
ndash the number of award credits that have been redeemed in exchange for awards
No of Award Credits Redeemed in Exchange
divide
copy 2006-08 Nelson 16
ndash relative to the total number expected to be redeemed
Supplied bySupplied bythe Entity Itselfthe Entity Itself
Total No of Award Credits Expected to be Redeemed
9
Conclusions ndash RecognitionExample
bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they
spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further
groceries ‒ The points have no expiry date
bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to
copy 2006-08 Nelson 17
Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100
Dr Cash $ 2000Cr Revenue $ 1900
Deferred income 100
Conclusions ndash RecognitionExample
Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for
groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50
Dr Deferred income $ 50Cr Revenue $ 50
Year 2bull In the second year management revises its expectations and now expects 90
points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number
copy 2006-08 Nelson 18
g y p g gredeemed to 40 + 41 = 81 points
bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40
in the second yearDr Deferred income $ 40Cr Revenue $ 40
10
Conclusions ndash RecognitionExample
Year 3bull In the third year a further nine points are redeemed taking the total number of
points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie
that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40
in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised
copy 2006-08 Nelson 19
Dr Deferred income $ 10Cr Revenue $ 10
Conclusions ndash Recognition
bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits
ndash on its own account(ie as the principal in the transaction) or
ndash on behalf of the third party(ie as an agent for the third party)
On its Own Account
On Behalf of the Third Party
copy 2006-08 Nelson 20
Supplied by Supplied by the Third Partythe Third Party
11
Construction of Real Estate(HK(IFRIC) Interpretation 15)
copy 2006-08 Nelson 21
Before 2005 helliphellip
bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale
f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies
Stage of Completion Full Completion
copy 2006-08 Nelson 22
12
HK Interpretation 3
bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties
do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the
construction of the properties
bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as
required under HKAS 11 shall not be used to i i i f h t t
copy 2006-08 Nelson 23
recognise revenue arising from such contracts
HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-
sale transactions
Scope and Issue of HK(IFRIC) 15
bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated
expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are
ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or
servicesbull Issues
ndash HK(IFRIC) 15 addresses two issues
copy 2006-08 Nelson 24
ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be
recognised
13
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
HKAS 18HKAS 18
bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set
out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major
structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)
HKAS 11HKAS 11
copy 2006-08 Nelson 25
ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers
have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit
HKAS 11HKAS 11
HKAS 18HKAS 18
copy 2006-08 Nelson 26
ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design
14
2 When is Revenue Recognised
bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably
Construction Contract
yndash the entity shall recognise revenue by reference to
the stage of completion of the contract activity in accordance with HKAS 11
bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether
R d i f
copy 2006-08 Nelson 27
the agreement is bull for the rendering of services or bull for the sale of goods
Rendering of Services
Sale of Goods
2 When is Revenue Recognised
bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the
rendering of services in accordance with HKAS 18
bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by
reference to the stage of completion of the transaction using the percentage of completion
h dR d i f
copy 2006-08 Nelson 28
method bull The requirements of HKAS 11 are generally
applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)
Rendering of Services
15
2 When is Revenue Recognised
bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of
goods and the criteria for recognition of revenue set out in HKAS 1814 apply
bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction
copy 2006-08 Nelson 29
progresses orndash of the real estate in its entirely at a single time
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
Transfer WIP as Transfer WIP as construction progressconstruction progress
2 When is Revenue Recognised
bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to
the stage of completion using the percentage of completion method
bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction
copy 2006-08 Nelson 30
Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
6
ConsensusCase
China Communications Construction Company LtdAnnual Report of 2006
ndash The assets are classifiedbull as intangibles if the operator receives a right (a license) to charge users of
the public service or bull as financial assets if paid by the granting authority
ndash The Group classified the non-current assets linked to the long-term investment in these concession arrangements as
bull ldquoconcession assetsrsquorsquo within intangible assets classification on the balance h t if th i t ibl t d l i d t d
copy 2006-08 Nelson 11
sheet if the intangible asset model is adopted ndash Once the underlying infrastructure of the concession arrangements is
completedbull the concession assets will be amortised over the term of the concession
on a straight-line basis under the intangible asset model
Customer Loyalty Programmes (HK(IFRIC) Interpretation 13)
copy 2006-08 Nelson 12
7
Scope
bull HK(IFRIC) Interpretation 13 applies to customer loyalty award credits thata) an entity grants to its customers as part of a salesa) an entity grants to its customers as part of a sales
transaction ie a sale of goods rendering of services or use by a customer of entity assets and
b) subject to meeting any further qualifying conditions the customers can redeem in the future for free or discounted goods or services
bull The Interpretation addresses accounting by the entity that grants award credits to its customers
copy 2006-08 Nelson 13
Issues
bull Whether the entityrsquos obligation to provide free or discounted goods or services (awards) in the future should be recognised and measured byg yi) allocating some of the consideration received or
receivable from the sales transaction to the award credits and deferring the recognition of revenue(applying HKAS 1813) or
ii) providing for the estimated future costs of supplying the awards (applying HKAS 1819) and
bull If consideration is allocated to the award creditsi) h h h ld b ll t d t th
copy 2006-08 Nelson 14
i) how much should be allocated to themii) when revenue should be recognised andiii) if a third party supplies the awards how revenue
should be measured
8
Conclusions ndash Separation
bull An entity shall ndash apply HKAS 1813 and
account for award credits as a separately
Separately Identifiable Componentndash account for award credits as a separately
identifiable component of the sales transaction(s) in which they are granted (the initial sale)
bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between
the award credits and
Component
Award Credit
Fair Value
copy 2006-08 Nelson 15
ndash the award credits and ndash the other components of the sale Components
Other Components
Supplied by Supplied by the Entity Itselfthe Entity Itself
Supplied by Supplied by the Third Partythe Third Party
Conclusions ndash Recognition
bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when
ndash award credits are redeemed andndash it fulfils its obligations to supply awards
bull The amount of revenue recognised shall be based on
ndash the number of award credits that have been redeemed in exchange for awards
No of Award Credits Redeemed in Exchange
divide
copy 2006-08 Nelson 16
ndash relative to the total number expected to be redeemed
Supplied bySupplied bythe Entity Itselfthe Entity Itself
Total No of Award Credits Expected to be Redeemed
9
Conclusions ndash RecognitionExample
bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they
spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further
groceries ‒ The points have no expiry date
bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to
copy 2006-08 Nelson 17
Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100
Dr Cash $ 2000Cr Revenue $ 1900
Deferred income 100
Conclusions ndash RecognitionExample
Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for
groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50
Dr Deferred income $ 50Cr Revenue $ 50
Year 2bull In the second year management revises its expectations and now expects 90
points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number
copy 2006-08 Nelson 18
g y p g gredeemed to 40 + 41 = 81 points
bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40
in the second yearDr Deferred income $ 40Cr Revenue $ 40
10
Conclusions ndash RecognitionExample
Year 3bull In the third year a further nine points are redeemed taking the total number of
points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie
that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40
in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised
copy 2006-08 Nelson 19
Dr Deferred income $ 10Cr Revenue $ 10
Conclusions ndash Recognition
bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits
ndash on its own account(ie as the principal in the transaction) or
ndash on behalf of the third party(ie as an agent for the third party)
On its Own Account
On Behalf of the Third Party
copy 2006-08 Nelson 20
Supplied by Supplied by the Third Partythe Third Party
11
Construction of Real Estate(HK(IFRIC) Interpretation 15)
copy 2006-08 Nelson 21
Before 2005 helliphellip
bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale
f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies
Stage of Completion Full Completion
copy 2006-08 Nelson 22
12
HK Interpretation 3
bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties
do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the
construction of the properties
bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as
required under HKAS 11 shall not be used to i i i f h t t
copy 2006-08 Nelson 23
recognise revenue arising from such contracts
HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-
sale transactions
Scope and Issue of HK(IFRIC) 15
bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated
expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are
ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or
servicesbull Issues
ndash HK(IFRIC) 15 addresses two issues
copy 2006-08 Nelson 24
ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be
recognised
13
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
HKAS 18HKAS 18
bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set
out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major
structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)
HKAS 11HKAS 11
copy 2006-08 Nelson 25
ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers
have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit
HKAS 11HKAS 11
HKAS 18HKAS 18
copy 2006-08 Nelson 26
ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design
14
2 When is Revenue Recognised
bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably
Construction Contract
yndash the entity shall recognise revenue by reference to
the stage of completion of the contract activity in accordance with HKAS 11
bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether
R d i f
copy 2006-08 Nelson 27
the agreement is bull for the rendering of services or bull for the sale of goods
Rendering of Services
Sale of Goods
2 When is Revenue Recognised
bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the
rendering of services in accordance with HKAS 18
bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by
reference to the stage of completion of the transaction using the percentage of completion
h dR d i f
copy 2006-08 Nelson 28
method bull The requirements of HKAS 11 are generally
applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)
Rendering of Services
15
2 When is Revenue Recognised
bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of
goods and the criteria for recognition of revenue set out in HKAS 1814 apply
bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction
copy 2006-08 Nelson 29
progresses orndash of the real estate in its entirely at a single time
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
Transfer WIP as Transfer WIP as construction progressconstruction progress
2 When is Revenue Recognised
bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to
the stage of completion using the percentage of completion method
bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction
copy 2006-08 Nelson 30
Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
7
Scope
bull HK(IFRIC) Interpretation 13 applies to customer loyalty award credits thata) an entity grants to its customers as part of a salesa) an entity grants to its customers as part of a sales
transaction ie a sale of goods rendering of services or use by a customer of entity assets and
b) subject to meeting any further qualifying conditions the customers can redeem in the future for free or discounted goods or services
bull The Interpretation addresses accounting by the entity that grants award credits to its customers
copy 2006-08 Nelson 13
Issues
bull Whether the entityrsquos obligation to provide free or discounted goods or services (awards) in the future should be recognised and measured byg yi) allocating some of the consideration received or
receivable from the sales transaction to the award credits and deferring the recognition of revenue(applying HKAS 1813) or
ii) providing for the estimated future costs of supplying the awards (applying HKAS 1819) and
bull If consideration is allocated to the award creditsi) h h h ld b ll t d t th
copy 2006-08 Nelson 14
i) how much should be allocated to themii) when revenue should be recognised andiii) if a third party supplies the awards how revenue
should be measured
8
Conclusions ndash Separation
bull An entity shall ndash apply HKAS 1813 and
account for award credits as a separately
Separately Identifiable Componentndash account for award credits as a separately
identifiable component of the sales transaction(s) in which they are granted (the initial sale)
bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between
the award credits and
Component
Award Credit
Fair Value
copy 2006-08 Nelson 15
ndash the award credits and ndash the other components of the sale Components
Other Components
Supplied by Supplied by the Entity Itselfthe Entity Itself
Supplied by Supplied by the Third Partythe Third Party
Conclusions ndash Recognition
bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when
ndash award credits are redeemed andndash it fulfils its obligations to supply awards
bull The amount of revenue recognised shall be based on
ndash the number of award credits that have been redeemed in exchange for awards
No of Award Credits Redeemed in Exchange
divide
copy 2006-08 Nelson 16
ndash relative to the total number expected to be redeemed
Supplied bySupplied bythe Entity Itselfthe Entity Itself
Total No of Award Credits Expected to be Redeemed
9
Conclusions ndash RecognitionExample
bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they
spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further
groceries ‒ The points have no expiry date
bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to
copy 2006-08 Nelson 17
Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100
Dr Cash $ 2000Cr Revenue $ 1900
Deferred income 100
Conclusions ndash RecognitionExample
Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for
groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50
Dr Deferred income $ 50Cr Revenue $ 50
Year 2bull In the second year management revises its expectations and now expects 90
points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number
copy 2006-08 Nelson 18
g y p g gredeemed to 40 + 41 = 81 points
bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40
in the second yearDr Deferred income $ 40Cr Revenue $ 40
10
Conclusions ndash RecognitionExample
Year 3bull In the third year a further nine points are redeemed taking the total number of
points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie
that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40
in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised
copy 2006-08 Nelson 19
Dr Deferred income $ 10Cr Revenue $ 10
Conclusions ndash Recognition
bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits
ndash on its own account(ie as the principal in the transaction) or
ndash on behalf of the third party(ie as an agent for the third party)
On its Own Account
On Behalf of the Third Party
copy 2006-08 Nelson 20
Supplied by Supplied by the Third Partythe Third Party
11
Construction of Real Estate(HK(IFRIC) Interpretation 15)
copy 2006-08 Nelson 21
Before 2005 helliphellip
bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale
f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies
Stage of Completion Full Completion
copy 2006-08 Nelson 22
12
HK Interpretation 3
bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties
do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the
construction of the properties
bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as
required under HKAS 11 shall not be used to i i i f h t t
copy 2006-08 Nelson 23
recognise revenue arising from such contracts
HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-
sale transactions
Scope and Issue of HK(IFRIC) 15
bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated
expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are
ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or
servicesbull Issues
ndash HK(IFRIC) 15 addresses two issues
copy 2006-08 Nelson 24
ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be
recognised
13
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
HKAS 18HKAS 18
bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set
out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major
structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)
HKAS 11HKAS 11
copy 2006-08 Nelson 25
ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers
have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit
HKAS 11HKAS 11
HKAS 18HKAS 18
copy 2006-08 Nelson 26
ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design
14
2 When is Revenue Recognised
bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably
Construction Contract
yndash the entity shall recognise revenue by reference to
the stage of completion of the contract activity in accordance with HKAS 11
bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether
R d i f
copy 2006-08 Nelson 27
the agreement is bull for the rendering of services or bull for the sale of goods
Rendering of Services
Sale of Goods
2 When is Revenue Recognised
bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the
rendering of services in accordance with HKAS 18
bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by
reference to the stage of completion of the transaction using the percentage of completion
h dR d i f
copy 2006-08 Nelson 28
method bull The requirements of HKAS 11 are generally
applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)
Rendering of Services
15
2 When is Revenue Recognised
bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of
goods and the criteria for recognition of revenue set out in HKAS 1814 apply
bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction
copy 2006-08 Nelson 29
progresses orndash of the real estate in its entirely at a single time
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
Transfer WIP as Transfer WIP as construction progressconstruction progress
2 When is Revenue Recognised
bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to
the stage of completion using the percentage of completion method
bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction
copy 2006-08 Nelson 30
Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
8
Conclusions ndash Separation
bull An entity shall ndash apply HKAS 1813 and
account for award credits as a separately
Separately Identifiable Componentndash account for award credits as a separately
identifiable component of the sales transaction(s) in which they are granted (the initial sale)
bull The fair value of the consideration received or receivable in respect of the initial sale shall be allocated between
the award credits and
Component
Award Credit
Fair Value
copy 2006-08 Nelson 15
ndash the award credits and ndash the other components of the sale Components
Other Components
Supplied by Supplied by the Entity Itselfthe Entity Itself
Supplied by Supplied by the Third Partythe Third Party
Conclusions ndash Recognition
bull If the entity supplies the awards itself it shall recognise the consideration allocated to award credits as revenue when
ndash award credits are redeemed andndash it fulfils its obligations to supply awards
bull The amount of revenue recognised shall be based on
ndash the number of award credits that have been redeemed in exchange for awards
No of Award Credits Redeemed in Exchange
divide
copy 2006-08 Nelson 16
ndash relative to the total number expected to be redeemed
Supplied bySupplied bythe Entity Itselfthe Entity Itself
Total No of Award Credits Expected to be Redeemed
9
Conclusions ndash RecognitionExample
bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they
spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further
groceries ‒ The points have no expiry date
bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to
copy 2006-08 Nelson 17
Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100
Dr Cash $ 2000Cr Revenue $ 1900
Deferred income 100
Conclusions ndash RecognitionExample
Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for
groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50
Dr Deferred income $ 50Cr Revenue $ 50
Year 2bull In the second year management revises its expectations and now expects 90
points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number
copy 2006-08 Nelson 18
g y p g gredeemed to 40 + 41 = 81 points
bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40
in the second yearDr Deferred income $ 40Cr Revenue $ 40
10
Conclusions ndash RecognitionExample
Year 3bull In the third year a further nine points are redeemed taking the total number of
points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie
that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40
in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised
copy 2006-08 Nelson 19
Dr Deferred income $ 10Cr Revenue $ 10
Conclusions ndash Recognition
bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits
ndash on its own account(ie as the principal in the transaction) or
ndash on behalf of the third party(ie as an agent for the third party)
On its Own Account
On Behalf of the Third Party
copy 2006-08 Nelson 20
Supplied by Supplied by the Third Partythe Third Party
11
Construction of Real Estate(HK(IFRIC) Interpretation 15)
copy 2006-08 Nelson 21
Before 2005 helliphellip
bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale
f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies
Stage of Completion Full Completion
copy 2006-08 Nelson 22
12
HK Interpretation 3
bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties
do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the
construction of the properties
bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as
required under HKAS 11 shall not be used to i i i f h t t
copy 2006-08 Nelson 23
recognise revenue arising from such contracts
HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-
sale transactions
Scope and Issue of HK(IFRIC) 15
bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated
expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are
ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or
servicesbull Issues
ndash HK(IFRIC) 15 addresses two issues
copy 2006-08 Nelson 24
ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be
recognised
13
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
HKAS 18HKAS 18
bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set
out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major
structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)
HKAS 11HKAS 11
copy 2006-08 Nelson 25
ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers
have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit
HKAS 11HKAS 11
HKAS 18HKAS 18
copy 2006-08 Nelson 26
ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design
14
2 When is Revenue Recognised
bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably
Construction Contract
yndash the entity shall recognise revenue by reference to
the stage of completion of the contract activity in accordance with HKAS 11
bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether
R d i f
copy 2006-08 Nelson 27
the agreement is bull for the rendering of services or bull for the sale of goods
Rendering of Services
Sale of Goods
2 When is Revenue Recognised
bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the
rendering of services in accordance with HKAS 18
bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by
reference to the stage of completion of the transaction using the percentage of completion
h dR d i f
copy 2006-08 Nelson 28
method bull The requirements of HKAS 11 are generally
applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)
Rendering of Services
15
2 When is Revenue Recognised
bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of
goods and the criteria for recognition of revenue set out in HKAS 1814 apply
bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction
copy 2006-08 Nelson 29
progresses orndash of the real estate in its entirely at a single time
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
Transfer WIP as Transfer WIP as construction progressconstruction progress
2 When is Revenue Recognised
bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to
the stage of completion using the percentage of completion method
bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction
copy 2006-08 Nelson 30
Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
9
Conclusions ndash RecognitionExample
bull A grocery retailer operates a customer loyalty programme‒ It grants programme members loyalty points when they
spend a specified amount on groceriesspend a specified amount on groceries ‒ Programme members can redeem the points for further
groceries ‒ The points have no expiry date
bull In one period the entity grants 100 points (assume sales of $2000) ‒ Management expects 80 of these points to be redeemed ‒ Management estimates the fair value of each loyalty point to
copy 2006-08 Nelson 17
Management estimates the fair value of each loyalty point to be one currency unit ($1) and defers revenue of $100
Dr Cash $ 2000Cr Revenue $ 1900
Deferred income 100
Conclusions ndash RecognitionExample
Year 1bull At the end of the first year 40 points (pts) have been redeemed in exchange for
groceries ie half of those expected to be redeemed g pbull The entity recognises revenue of (40 80 pts) times $100 = $50
Dr Deferred income $ 50Cr Revenue $ 50
Year 2bull In the second year management revises its expectations and now expects 90
points to be redeemed altogetherbull During the second year 41 points are redeemed bringing the total number
copy 2006-08 Nelson 18
g y p g gredeemed to 40 + 41 = 81 points
bull The cumulative revenue that the entity recognises is (81 90 pts) times $100 = $90 bull The entity has recognised revenue of $50 in the first year so it recognises $40
in the second yearDr Deferred income $ 40Cr Revenue $ 40
10
Conclusions ndash RecognitionExample
Year 3bull In the third year a further nine points are redeemed taking the total number of
points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie
that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40
in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised
copy 2006-08 Nelson 19
Dr Deferred income $ 10Cr Revenue $ 10
Conclusions ndash Recognition
bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits
ndash on its own account(ie as the principal in the transaction) or
ndash on behalf of the third party(ie as an agent for the third party)
On its Own Account
On Behalf of the Third Party
copy 2006-08 Nelson 20
Supplied by Supplied by the Third Partythe Third Party
11
Construction of Real Estate(HK(IFRIC) Interpretation 15)
copy 2006-08 Nelson 21
Before 2005 helliphellip
bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale
f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies
Stage of Completion Full Completion
copy 2006-08 Nelson 22
12
HK Interpretation 3
bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties
do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the
construction of the properties
bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as
required under HKAS 11 shall not be used to i i i f h t t
copy 2006-08 Nelson 23
recognise revenue arising from such contracts
HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-
sale transactions
Scope and Issue of HK(IFRIC) 15
bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated
expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are
ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or
servicesbull Issues
ndash HK(IFRIC) 15 addresses two issues
copy 2006-08 Nelson 24
ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be
recognised
13
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
HKAS 18HKAS 18
bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set
out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major
structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)
HKAS 11HKAS 11
copy 2006-08 Nelson 25
ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers
have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit
HKAS 11HKAS 11
HKAS 18HKAS 18
copy 2006-08 Nelson 26
ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design
14
2 When is Revenue Recognised
bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably
Construction Contract
yndash the entity shall recognise revenue by reference to
the stage of completion of the contract activity in accordance with HKAS 11
bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether
R d i f
copy 2006-08 Nelson 27
the agreement is bull for the rendering of services or bull for the sale of goods
Rendering of Services
Sale of Goods
2 When is Revenue Recognised
bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the
rendering of services in accordance with HKAS 18
bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by
reference to the stage of completion of the transaction using the percentage of completion
h dR d i f
copy 2006-08 Nelson 28
method bull The requirements of HKAS 11 are generally
applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)
Rendering of Services
15
2 When is Revenue Recognised
bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of
goods and the criteria for recognition of revenue set out in HKAS 1814 apply
bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction
copy 2006-08 Nelson 29
progresses orndash of the real estate in its entirely at a single time
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
Transfer WIP as Transfer WIP as construction progressconstruction progress
2 When is Revenue Recognised
bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to
the stage of completion using the percentage of completion method
bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction
copy 2006-08 Nelson 30
Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
10
Conclusions ndash RecognitionExample
Year 3bull In the third year a further nine points are redeemed taking the total number of
points redeemed to 81 + 9 = 90 points p pbull Management continues to expect that only 90 points will ever be redeemed ie
that no more points will be redeemed after the third year bull So the cumulative revenue to date is (90 points 90 points) times $100 = $100 bull The entity has already recognised $90 of revenue ($50 in the first year and $40
in the second year) bull So it recognises the remaining $10 in the third year bull All of the revenue initially deferred has now been recognised
copy 2006-08 Nelson 19
Dr Deferred income $ 10Cr Revenue $ 10
Conclusions ndash Recognition
bull If a third party supplies the awards the entity shall assess whether it is collecting the consideration allocated to the award credits
ndash on its own account(ie as the principal in the transaction) or
ndash on behalf of the third party(ie as an agent for the third party)
On its Own Account
On Behalf of the Third Party
copy 2006-08 Nelson 20
Supplied by Supplied by the Third Partythe Third Party
11
Construction of Real Estate(HK(IFRIC) Interpretation 15)
copy 2006-08 Nelson 21
Before 2005 helliphellip
bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale
f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies
Stage of Completion Full Completion
copy 2006-08 Nelson 22
12
HK Interpretation 3
bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties
do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the
construction of the properties
bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as
required under HKAS 11 shall not be used to i i i f h t t
copy 2006-08 Nelson 23
recognise revenue arising from such contracts
HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-
sale transactions
Scope and Issue of HK(IFRIC) 15
bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated
expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are
ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or
servicesbull Issues
ndash HK(IFRIC) 15 addresses two issues
copy 2006-08 Nelson 24
ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be
recognised
13
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
HKAS 18HKAS 18
bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set
out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major
structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)
HKAS 11HKAS 11
copy 2006-08 Nelson 25
ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers
have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit
HKAS 11HKAS 11
HKAS 18HKAS 18
copy 2006-08 Nelson 26
ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design
14
2 When is Revenue Recognised
bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably
Construction Contract
yndash the entity shall recognise revenue by reference to
the stage of completion of the contract activity in accordance with HKAS 11
bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether
R d i f
copy 2006-08 Nelson 27
the agreement is bull for the rendering of services or bull for the sale of goods
Rendering of Services
Sale of Goods
2 When is Revenue Recognised
bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the
rendering of services in accordance with HKAS 18
bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by
reference to the stage of completion of the transaction using the percentage of completion
h dR d i f
copy 2006-08 Nelson 28
method bull The requirements of HKAS 11 are generally
applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)
Rendering of Services
15
2 When is Revenue Recognised
bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of
goods and the criteria for recognition of revenue set out in HKAS 1814 apply
bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction
copy 2006-08 Nelson 29
progresses orndash of the real estate in its entirely at a single time
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
Transfer WIP as Transfer WIP as construction progressconstruction progress
2 When is Revenue Recognised
bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to
the stage of completion using the percentage of completion method
bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction
copy 2006-08 Nelson 30
Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
11
Construction of Real Estate(HK(IFRIC) Interpretation 15)
copy 2006-08 Nelson 21
Before 2005 helliphellip
bull Before 2005 property developers in HK adopted various policies for recognising revenue arising from pre-completion contracts for the sale
f d l t tiof development propertiesbull The stage of completion method was a commonly used policybull Full completion method was another one used by some companies
Stage of Completion Full Completion
copy 2006-08 Nelson 22
12
HK Interpretation 3
bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties
do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the
construction of the properties
bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as
required under HKAS 11 shall not be used to i i i f h t t
copy 2006-08 Nelson 23
recognise revenue arising from such contracts
HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-
sale transactions
Scope and Issue of HK(IFRIC) 15
bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated
expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are
ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or
servicesbull Issues
ndash HK(IFRIC) 15 addresses two issues
copy 2006-08 Nelson 24
ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be
recognised
13
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
HKAS 18HKAS 18
bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set
out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major
structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)
HKAS 11HKAS 11
copy 2006-08 Nelson 25
ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers
have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit
HKAS 11HKAS 11
HKAS 18HKAS 18
copy 2006-08 Nelson 26
ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design
14
2 When is Revenue Recognised
bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably
Construction Contract
yndash the entity shall recognise revenue by reference to
the stage of completion of the contract activity in accordance with HKAS 11
bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether
R d i f
copy 2006-08 Nelson 27
the agreement is bull for the rendering of services or bull for the sale of goods
Rendering of Services
Sale of Goods
2 When is Revenue Recognised
bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the
rendering of services in accordance with HKAS 18
bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by
reference to the stage of completion of the transaction using the percentage of completion
h dR d i f
copy 2006-08 Nelson 28
method bull The requirements of HKAS 11 are generally
applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)
Rendering of Services
15
2 When is Revenue Recognised
bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of
goods and the criteria for recognition of revenue set out in HKAS 1814 apply
bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction
copy 2006-08 Nelson 29
progresses orndash of the real estate in its entirely at a single time
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
Transfer WIP as Transfer WIP as construction progressconstruction progress
2 When is Revenue Recognised
bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to
the stage of completion using the percentage of completion method
bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction
copy 2006-08 Nelson 30
Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
12
HK Interpretation 3
bull HK Interpretation 3 (effective in 2005) concluded that pre-completion contracts for the sale of development properties
do not meet the definition of construction contractsminus do not meet the definition of construction contractsminus if the contracts in question are not specifically negotiated for the
construction of the properties
bull Accordingly these contractsminus fall outside the scope of HKAS 11 andminus as a result the stage of completion method as
required under HKAS 11 shall not be used to i i i f h t t
copy 2006-08 Nelson 23
recognise revenue arising from such contracts
HK(IFRIC) 15 sets outthe same conclusion but gives guidance on other types of pre-
sale transactions
Scope and Issue of HK(IFRIC) 15
bull Scopendash HK(IFRIC) 15 applies to the accounting for revenue and associated
expenses by entities that undertake the construction of real estate directlyexpenses by entities that undertake the construction of real estate directly or through subcontractorsbull Agreements in the scope of this Interpretation are
ndash agreements for the construction of real estate ndash such agreements may include the delivery of other goods or
servicesbull Issues
ndash HK(IFRIC) 15 addresses two issues
copy 2006-08 Nelson 24
ndash HK(IFRIC) 15 addresses two issues1 Is the agreement within the scope of HKAS 11 or HKAS 182 When should revenue from the construction of real estate be
recognised
13
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
HKAS 18HKAS 18
bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set
out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major
structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)
HKAS 11HKAS 11
copy 2006-08 Nelson 25
ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers
have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit
HKAS 11HKAS 11
HKAS 18HKAS 18
copy 2006-08 Nelson 26
ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design
14
2 When is Revenue Recognised
bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably
Construction Contract
yndash the entity shall recognise revenue by reference to
the stage of completion of the contract activity in accordance with HKAS 11
bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether
R d i f
copy 2006-08 Nelson 27
the agreement is bull for the rendering of services or bull for the sale of goods
Rendering of Services
Sale of Goods
2 When is Revenue Recognised
bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the
rendering of services in accordance with HKAS 18
bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by
reference to the stage of completion of the transaction using the percentage of completion
h dR d i f
copy 2006-08 Nelson 28
method bull The requirements of HKAS 11 are generally
applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)
Rendering of Services
15
2 When is Revenue Recognised
bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of
goods and the criteria for recognition of revenue set out in HKAS 1814 apply
bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction
copy 2006-08 Nelson 29
progresses orndash of the real estate in its entirely at a single time
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
Transfer WIP as Transfer WIP as construction progressconstruction progress
2 When is Revenue Recognised
bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to
the stage of completion using the percentage of completion method
bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction
copy 2006-08 Nelson 30
Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
13
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
HKAS 18HKAS 18
bull HKAS 11 Construction Contracts applies ndash when the agreement meets the definition of a construction contract set
out in HKAS 113 (ie contract specifically negotiated)ndash Meets the definition when the buyer is able to specify the major
structural elements of the design of the real estate before construction begins andor specify major structural changes once construction is in progress (whether or not it exercises that ability)
HKAS 11HKAS 11
copy 2006-08 Nelson 25
ndash When HKAS 11 applies the construction contract also includes any contracts or components for the rendering of services in accordance with HKAS 115(a) and HKAS 184
1 Within Scope of HKAS 11 or 18
bull Determination depends on the terms of each agreement and all the surrounding facts and circumstances
bull HKAS 18 Revenue applies (ie an agreementfor the sale of goods)ndash When an agreement for the construction of real estate in which buyers
have only limited ability to influence the design of the real estate egt l t d i f f ti ifi d b th tit
HKAS 11HKAS 11
HKAS 18HKAS 18
copy 2006-08 Nelson 26
ndash to select a design from a range of options specified by the entity or ndash to specify only minor variations to the basic design
14
2 When is Revenue Recognised
bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably
Construction Contract
yndash the entity shall recognise revenue by reference to
the stage of completion of the contract activity in accordance with HKAS 11
bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether
R d i f
copy 2006-08 Nelson 27
the agreement is bull for the rendering of services or bull for the sale of goods
Rendering of Services
Sale of Goods
2 When is Revenue Recognised
bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the
rendering of services in accordance with HKAS 18
bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by
reference to the stage of completion of the transaction using the percentage of completion
h dR d i f
copy 2006-08 Nelson 28
method bull The requirements of HKAS 11 are generally
applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)
Rendering of Services
15
2 When is Revenue Recognised
bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of
goods and the criteria for recognition of revenue set out in HKAS 1814 apply
bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction
copy 2006-08 Nelson 29
progresses orndash of the real estate in its entirely at a single time
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
Transfer WIP as Transfer WIP as construction progressconstruction progress
2 When is Revenue Recognised
bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to
the stage of completion using the percentage of completion method
bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction
copy 2006-08 Nelson 30
Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
14
2 When is Revenue Recognised
bull When the agreement is within the scope of HKAS 11 and its outcome can be estimated reliably
Construction Contract
yndash the entity shall recognise revenue by reference to
the stage of completion of the contract activity in accordance with HKAS 11
bull The agreement may not meet the definition of a construction contract and therefore be within the scope of HKAS 18 ndash In this case the entity shall determine whether
R d i f
copy 2006-08 Nelson 27
the agreement is bull for the rendering of services or bull for the sale of goods
Rendering of Services
Sale of Goods
2 When is Revenue Recognised
bull If the entity is not required to acquire and supply construction materials ndash the agreement may be only an agreement for thethe agreement may be only an agreement for the
rendering of services in accordance with HKAS 18
bull In this case if the criteria in HKAS 1820 are met ndash HKAS 18 requires revenue to be recognised by
reference to the stage of completion of the transaction using the percentage of completion
h dR d i f
copy 2006-08 Nelson 28
method bull The requirements of HKAS 11 are generally
applicable to the recognition of revenue and the associated expenses for such a transaction (HKAS 1821)
Rendering of Services
15
2 When is Revenue Recognised
bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of
goods and the criteria for recognition of revenue set out in HKAS 1814 apply
bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction
copy 2006-08 Nelson 29
progresses orndash of the real estate in its entirely at a single time
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
Transfer WIP as Transfer WIP as construction progressconstruction progress
2 When is Revenue Recognised
bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to
the stage of completion using the percentage of completion method
bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction
copy 2006-08 Nelson 30
Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
15
2 When is Revenue Recognised
bull If the entity is required to provide services together with construction materials in order to perform its contractual obligation to deliver the p greal estate to the buyer ndash the agreement is an agreement for the sale of
goods and the criteria for recognition of revenue set out in HKAS 1814 apply
bull The entity may transfer to the buyer control and the significant risks and rewards of ownershipndash of the WIP in its current state as construction
copy 2006-08 Nelson 29
progresses orndash of the real estate in its entirely at a single time
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
Transfer WIP as Transfer WIP as construction progressconstruction progress
2 When is Revenue Recognised
bull Transfers in its current state as construction progresses (and if all the criteria in HKAS 1814 are met continuously as construction yprogresses)ndash the entity shall recognise revenue by reference to
the stage of completion using the percentage of completion method
bull The requirements of HKAS 11 are generally applicable to the recognition of revenue and the associated expenses for such a transaction
copy 2006-08 Nelson 30
Sale of Goods Transfer WIP as Transfer WIP as construction progressconstruction progress
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
16
2 When is Revenue Recognised
bull Transfers the real estate in its entirety at a single time (eg at completion upon or after delivery)y)ndash the entity shall recognise revenue only when all
the criteria in HKAS 1814 are satisfied
copy 2006-08 Nelson 31
Sale of Goods Transfer entirelyTransfer entirelyat a single timeat a single time
HKFRS 8 Operating Segments
copy 2006-08 Nelson 32
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
17
Background
bull HKFRS 8 arises from the IASBrsquos consideration of ndash FASB Statement No 131 Disclosures about Segments of
an Enterprise and Related Information (SFAS 131 of United p (States) issued in 1997 compared with IAS 14 Segment Reporting which is similar to HKAS 14
bull HKFRS 8 achieves convergence with the requirements of SFAS 131ndash The wording of HKFRS 8 is the same as that of SFAS 131
except for changes necessary to make the terminology consistent with that in other HKFRSs
copy 2006-08 Nelson 33
Adopted theldquoManagement Approachrdquo
Core Principle and Scope
Core Principlebull An entity shall disclose information to enable users
of its financial statements to evaluateof its financial statements to evaluate ndash the nature and financial effects of the business
activities in which it engages andndash the economic environments in which it operates
Scopebull HKFRS 8 applies to
ndash the separate or individual financial statements of an entity with listed debt and equity
copy 2006-08 Nelson 34
q yndash the consolidated financial statements of a group with a parent with listed debt
and equityndash The segment information of an entity which chooses to follow HKFRS 8
bull If a financial report contains both the parentrsquos consolidated financial statements and separate financial statements ndash segment information is required only in the consolidated financial statements
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
18
Operating Segments
bull An operating segment is a component of an entitya) that engages in business activities from which it may
earn revenues and incur expenses (includingA business activity
i ht h t tearn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity)
b) whose operating results are regularly reviewed by the entityrsquos chief operating decision maker to bull make decisions about resources to be allocated
to the segment and bull assess its performance and
might have not yet earned any revenueFor example CEO COO or a group of executive directorsNot necessary be geographical areas or products
copy 2006-08 Nelson 35
c) for which discrete financial information is available
bull Not every part of an entity is necessarily an operating segment or part of an operating segment say corporate headquarter
Operating Operating SegmentsSegments
Reporting SegmentsReportable Reportable SegmentSegment
bull An entity shall report separately information about each operating segment thata) has been identified as operating segment or
results from aggregating two or more of those segments under the aggregation criteria and
b) exceeds the quantitative thresholds(ldquo10 or more testrdquo)
Aggregation Criteria
Operating Operating SegmentsSegments
Quantitative
copy 2006-08 Nelson 36
( )bull There are also other situations in which separate
information about an operating segment shall be reported
Quantitative Thresholds
Other Situations
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
19
Reporting Segments
bull Operating segments often exhibit similar long-term financial performance if they have similar economic characteristics
ndash For example similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar
Aggregation Criteria
copy 2006-08 Nelson 37
bull Two or more operating segments may be aggregated into a single operating segment if ‒ aggregation is consistent with the core principle of
Reporting Segments
Aggregation Criteria
aggregation is consistent with the core principle of HKFRS 8
‒ the segments have similar economic characteristics and
‒ the segments are similar in each of the following respectsa) the nature of the products and servicesb) the nature of the production processes
copy 2006-08 Nelson 38
c) the type or class of customer for their products and services
d) the methods used to distribute their products or provide their services and
e) if applicable the nature of the regulatory environment eg banking or public utilities
Aggregate segments if desired
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
20
Reporting Segments
bull An entity shall report separately information about an operating segment that meets any of the following quantitative thresholdsg qa) Its reported revenue (including both sales to
external customers and intersegment sales or transfers) is 10 or more of the combined revenue(internal and external) of all operating segments
b) The absolute amount of its reported profit or loss is 10 or more of the greater in absolute amount of i) the combined reported profit of all operating
t th t did t t l dQuantitative
copy 2006-08 Nelson 39
segments that did not report a loss and ii) the combined reported loss of all operating
segments that reported a lossc) Its assets are 10 or more of the combined assets
of all operating segments
Quantitative Thresholds
Disclosure
bull To give effect to the core principle an entity shalldisclose the following for each period for which an income statement is presentedpa) general information as described in HKFRS 8b) information about
bull reported segment profit or loss including specified revenues and expenses included in reported segment profit or loss
bull segment assets and bull the basis of measurement and
) ili ti f th t t l f
General Information
Other Information
copy 2006-08 Nelson 40
c) reconciliations of the totals of bull segment revenues bull reported segment profit or loss bull segment assets and bull other material segment itemsto corresponding entity amounts
Reconciliations
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
21
Disclosure ndash Reconciliations
bull Reconciliations of balance sheet amounts for reportable segmentsndash to the entityrsquos balance sheet amounts areto the entity s balance sheet amounts are
required for each date at which a balance sheet is presented
bull Previously reported information for prior periods shall be restated
copy 2006-08 Nelson 41
Reconciliations
Disclosure ndash Other Information
bull An entity shall report a measure of profit or loss and total assets for each reportable segment
bull An entity shall report a measure of liabilities forbull An entity shall report a measure of liabilities for each reportable segment if such an amount is regularly provided to the chief operating decision maker
Other Information
copy 2006-08 Nelson 42
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
22
Measurement
bull The amount of each segment item reported shall be the measure reported to the chief operating decision maker
ndash for the purposes of making decisions about allocating resources to thefor the purposes of making decisions about allocating resources to the segment and assessing its performance
bull Compared with HKAS 14ndash HKAS 14 required segment information to be
prepared in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the consolidated group or entityHKAS 14 defines segment revenue segment
copy 2006-08 Nelson 43
ndash HKAS 14 defines segment revenue segment expense segment result segment assets and segment liabilities
ndash HKFRS 8 does not define these terms but requires an explanation of how segment profit or loss segment assets and segment liabilities are measured for each reportable segment
Measurement
bull Adjustments and eliminations made in preparing an entityrsquos financial statements and allocations of revenues expenses and gains or losses shall be p gincluded in determining reported segment profit or loss only if
ndash they are included in the measure of the segmentrsquos profit or loss that is used by the chief operating decision maker
bull Similarly only those assets and liabilities that are included in the measures of the segmentrsquos assets
copy 2006-08 Nelson 44
and segmentrsquos liabilities that are used by the chief operating decision maker shall be reported for that segment
bull If amounts are allocated to reported segment profit or loss assets or liabilities those amounts shall be allocated on a reasonable basis
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
23
Entity-Wide Disclosures
bull All entities subject to HKFRS 8 including those that have a single reportable segment are also required to have certain entity-wide disclosures includingy gndash the revenues from external customers for each
product and service or each group of similar products and services
ndash certain geographical informationndash information about the extent of its reliance on its major
customers
Products andProducts and
copy 2006-08 Nelson 45
Products and Products and ServicesServices
Geographical Geographical AreasAreas
Major CustomersMajor Customers
Effective Date and Transition
bull An entity shall apply HKFRS 8 in its annual financial statements for periods beginning on or after 1 January 2009
bull Earlier application is permittedEarlier application is permitted bull If an entity applies this HKFRS in its financial statements for a
period before 1 January 2009 it shall disclose that fact bull Segment information for prior years that is reported as
comparative information for the initial year of application shall be restated to conform to the requirements of this HKFRS unless
ndash the necessary information is not available and
copy 2006-08 Nelson 46
the necessary information is not available and ndash the cost to develop it would be excessive
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
24
Presentation of Financial Statements(HKAS 1 Revised in 2007)
copy 2006-08 Nelson 47
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period
Previously we call it ldquoBalance Sheetrdquoperiod
b) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
Previously we call it ldquoIncome Statementrdquo
3 yearsrsquo ldquobalance sheetsrdquo
copy 2006-08 Nelson 48
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
25
Summary of Changes
bull A complete set of financial statements comprisesa) a statement of financial position as at the end of the
period財務狀況表
periodb) a statement of comprehensive income for the periodc) a statement of changes in equity for the periodd) a statement of cash flows for the periode) notes comprising a summary of significant accounting
policies and other explanatory information andf) a statement of financial position as at the beginning of
the earliest comparative period
全面收益表
copy 2006-08 Nelson 49
the earliest comparative periodbull when an entity applies an accounting policy
retrospectively or makes a retrospective restatement of items in its financial statements or
bull when it reclassifies items in its financial statementsbull An entity may use titles for the statements other than
those used in HKAS 1 (HKAS 110)
Statement of Financial Position as at the end of the period
Complete Set of Financial Statements Previous titleor changes
Previous title ldquoBalance Sheetrdquo
Summary of Changes
To use a single statement to present all items of income and expense
Statement of Comprehensive Income for the period
Statement of Changes in Equity for the period
No title change
No title change(but restructured)
New statement
To use two statements to present all items of income and expense
Statement of Comprehensive Income for the period
Income Statement for the period
copy 2006-08 Nelson 50
Statement of Cash Flows for the period
Notes
A statement of financial position as at the beginning of the earliest comparative period if required
Previous titleldquoCash Flow Statementrdquo
(but restructured)
No title change
New requirement
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
26
Statement of Comprehensive Inc
bull Statement of comprehensive income can be further divided into 2 statements helliphellip
bull An entity shall present all items of income andbull An entity shall present all items of income and expense recognised in a perioda) in a single statement of comprehensive income orb) in two statements
i a statement displaying components of profit or loss (separate income statement) and
ii a second statement beginning with profit or loss and displaying components of other
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
copy 2006-08 Nelson 51
loss and displaying components of other comprehensive income (statement of comprehensive income) (HKAS 181)
Comprehensive income Comprehensive income concept used in US concept used in US
since 90ssince 90s
Statement of Comprehensive Inc
Changes in equityin a period
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Presented in separateincome statement
Presented in statementof comprehensive income
Presented in statementof comprehensive income
Other comprehensive income (其他全面收益)
copy 2006-08 Nelson 52
Components of owner changes
in equity
Owner changes
Presented in statementof changes in equity
Presented in statementof changes in equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
27
Statement of Comprehensive Inc
Changes in equityin a period
Before amendment
One Statement One Statement ModelModel
Two Statements Two Statements ModelModel
Components of profit or loss
Components of other
comprehensive income
Non-owner changes
Income Statement
Statement of changesin equity
Statement of Comprehensive
income
Income statement
Statement of comprehensive
income
copy 2006-08 Nelson 53
Components of owner changes
in equity
Owner changes
in equityStatement of changesin equity
Statement of changesin equity
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Profit or lossndash is the total of income less expenses excluding
the components of other comprehensive incomeComponents of
profit or loss
p pndash All items of income and expense are recognised
in a period in profit or loss unless an IFRS requires or permits otherwise
bull Minimum line items to be disclosed in the statement of comprehensive income in respect of the component of profit or loss include1 revenue
copy 2006-08 Nelson 54
2 finance costs 3 share of the profit or loss of associates and joint
ventures accounted for using the equity method4 tax expenses 5 profit or loss helliphellip
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
28
Statement of Comprehensive Inc
bull Other comprehensive incomendash Comprises items of income and expense
(including reclassification adjustments) that are
Components of other
comprehensive income
( g j )not recognised in profit or loss as required or permitted by other IFRSs
ndash their components classified by nature to be reported in the statement of comprehensive income and to be presented either 1 net of related tax effects or2 before related tax effects with one amount
shown for the aggregate amount of income
copy 2006-08 Nelson 55
shown for the aggregate amount of income tax relating to those components
ndash the amount of income tax relating to each component including reclassification adjustments either 1 in the statement of comprehensive income or 2 in the notes
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
bull Other comprehensive income also comprises ldquoreclassification adjustmentsrdquo ndash Reclassification adjustments (重新分類調整)
Components of other
comprehensive income
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the
current period that were recognised in other comprehensive income in the current or previous periods
bull An entity is required to disclose reclassification adjustments relating to components of other
copy 2006-08 Nelson 56
comprehensive income eitherndash in the statement of comprehensive income
or ndash in the notes (then presents the components of
other comprehensive income after any related reclassification adjustments in the statement of comprehensive income)
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
29
Statement of Comprehensive Inc
bull In the statement of comprehensive income (ie single statement approach) an entity is required to at least include some line items
One Statement One Statement ModelModel
Statement of Comprehensive
income
qthat present the amounts for the period
bull For example the following amounts should be presented
1 revenue2 finance costs 3 profit or loss
copy 2006-08 Nelson 57
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive Inc
Under the Two-Statement Approach these items are presented in the separate
Two Statements Two Statements ModelModel
1 revenue2 finance costs 3 profit or loss
Income statement
Statement of comprehensive
income
presented in the separate income statement
copy 2006-08 Nelson 58
4 each component of other comprehensive income classified by nature
5 total comprehensive income
Under the Two-Statement Approach these items are presented in the statement of comprehensive income
Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
30
Statement of Comprehensive Inc
bull HKAS 1 requires an entity to disclose in the statement of comprehensive incomendash each component of other comprehensivendash each component of other comprehensive
income classified by naturendash share of the other comprehensive
income of associates and joint ventures accounted for using the equity method
ndash total comprehensive income(全面收益總額)
Statement of Comprehensive
income
copy 2006-08 Nelson 59Sourced from Intermediate Financial Reporting (2008) of Nelson Lam and Peter Lau
Statement of Comprehensive IncExample
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500
Statement of comprehensive statement (under Two-Statement Approach)
2007 2006Profit for the year $ 121 250 $ 65 500Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
Profit for the year $ 121250 $ 65500Other comprehensive incomeExchange differences on translating foreign operations 5334 10667Available-for-sale financial assets (24000) 26667Cash flow hedges (667) (4000)Gains on property revaluation 933 3367Actuarial gains (losses) on defined benefit pension plans (667) 1333Share of other comprehensive income of associates 400 (700)Income tax relating to components of other comprehensive
copy 2006-08 Nelson 60
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
g p pincome 4667 (9334)
Other comprehensive income for the year net of tax (14000) 28000Total comprehensive income for the year 107250 93500Total comprehensive income attributable toOwners of the parent 85800 74800Minority interest 21450 18700
107250 93500
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
31
Summary of Changes
bull Either in the statement of comprehensive income or in the notesndash To disclose income tax relating to each component of other
comprehensive incomecomprehensive income bull The previous version of HKAS 1 did not include such a requirement bull The purpose is to provide users with tax information relating to these
components because the components often have tax rates different from those applied to profit or loss
ndash To disclose reclassification adjustments relating to components of other comprehensive income
copy 2006-08 Nelson 61
Reclassification adjustments (重新分類調整) are defined asbull amounts reclassified to profit or loss in the current period
that were recognised in other comprehensive income in the current or previous periods
Consolidated Financial Statements(HKAS 27 Revised in 2008)
copy 2006-08 Nelson 62
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
32
HKAS 27 (Revised in 2008)
bull Scope and definitionsbull Presentation of consolidated financial statementsbull Scope of consolidated financial statementsbull Consolidation proceduresbull Loss of controlbull Accounting in separate financial statements
Significant changesNew section
copy 2006-08 Nelson 63
Presentation of Consol Fin State
bull A parent other than a parent described below shall present consolidated financial statements in which it consolidates its investments in subsidiaries in accordance with this Standard
bull A parent need not present consolidated financial statements if and only ifa) the parent is itself a wholly-owned subsidiary or is a partially-owned subsidiary of
another entity and its other owners including those not otherwise entitled to vote have been informed about and do not object to the parent not presenting consolidated financial statements
b) the parentrsquos debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market including local and regional markets)
copy 2006-08 Nelson 64
c) the parent did not file nor is it in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market and
d) the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
33
Scope of Consol Fin State
bull Consolidated financial statements shall include all subsidiaries of the parentP t ti l ti i ht l t d ibull Potential voting rights are also counted in assessing whether there is any control on an entity
copy 2006-08 Nelson 65
Consolidation Procedures
bull Consolidation procedures are similar to previous standard but helliphellipbull Minority interests renamed as ldquonon-controlling interestsrdquo which
ndash shall be presented in the consolidated statement of financial position within equity separately from the equity of the owners of the parent
bull Profit or loss and each component of other comprehensive income are attributed
ndash to the owners of the parent and ndash to the non-controlling interests
bull Total comprehensive income is attributed
copy 2006-08 Nelson 66
ndash to the owners of the parent and ndash to the non-controlling interests
even if this results in the non-controlling interests having a deficit balance
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
34
Consolidation Procedures
bull Most critical helliphellipndash Changes in a parentrsquos ownership interest in a
b idi th t d t lt i l f t lsubsidiary that do not result in a loss of control bull are accounted for as equity transactions (ie
transactions with owners in their capacity as owners)bull ie no gain or loss on disposal of interests in
subsidiary can be recognised in profit or loss if the subsidiary is still a subsidiary
bull In such circumstances the carrying amounts of the controlling and non-lli i h ll b dj d fl h h i h i l i
copy 2006-08 Nelson 67
controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary
bull Any difference between ndash the amount by which the non-controlling interests are adjusted and ndash the fair value of the consideration paid or received
shall be recognised directly in equity and attributed to the owners of the parent
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary ita) derecognises the assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts at the date when control is lostb) derecognises the carrying amount of any non-controlling interests in
the former subsidiary at the date when control is lost (including any components of other comprehensive income attributable to them)
c) recognisesi) the fair value of the consideration received if any from the
copy 2006-08 Nelson 68
i) the fair value of the consideration received if any from the transaction event or circumstances that resulted in the loss of control and
ii) if the transaction that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners that distribution
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
35
Loss of Control
bull Specific requirements introduced when a parent loses control of a subsidiary
If t l t l f b idi itndash If a parent loses control of a subsidiary itd) recognises any investment retained in the former subsidiary at its
fair value at the date when control is loste) reclassifies to profit or loss or transfers directly to retained earnings
if required in accordance with other HKFRSs the amounts identified in HKAS 2735 (discussed in next slide) and
f) recognises any resulting difference as a gain or loss in profit or loss attributable to the parent
copy 2006-08 Nelson 69
attributable to the parent
Loss of Control
bull If a parent loses control of a subsidiary ndash the parent shall account for all amounts recognised in other
comprehensive income in relation to that subsidiary on thecomprehensive income in relation to that subsidiary on the same basis as would be required if the parent had directly disposed of the related assets or liabilities
bull Therefore if a gain or loss previously recognised in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities ndash the parent reclassifies the gain or loss from equity to profit or
loss (as a reclassification adjustment) when it loses control of
copy 2006-08 Nelson 70
( j )the subsidiary
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
36
Loss of Control
A parent loses control of a subsidiary and the subsidiary has the following assets
Example
The parent shall reclassify tothe following assetsndash The subsidiary has available-for-
sale financial assets
The parent shall reclassify to profit or loss the gain or loss previously recognised in other comprehensive income in relation to those assets
ndash The subsidiary has property plant and equipment with
l ti l i l
The parent transfers the revaluation surplus directly to retained earnings when it loses
copy 2006-08 Nelson 71
revaluation surplus previously recognised in other comprehensive income
retained earnings when it loses control of the subsidiarybull since the revaluation surplus
would be transferred directly to retained earnings on the disposal of the asset
Loss of Control
bull On the loss of control of a subsidiary any investment retained in the former subsidiary and any amounts owed by or to the former subsidiary shall be accounted for in accordance with other HKFRSssubsidiary shall be accounted for in accordance with other HKFRSs from the date when control is lost
bull The fair value of any investment retained in the former subsidiary at the date when control is lost shall be regarded as the fair value on initial recognition of a financial asset in accordance with
ndash HKAS 39 Financial Instruments Recognition and Measurementor
h i t th t i iti l iti f i t t
copy 2006-08 Nelson 72
ndash when appropriate the cost on initial recognition of an investment in an associate or jointly controlled entity
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
37
Business Combinations(HKFRS 3 Revised in 2008)
copy 2006-08 Nelson 73
Introduction
bull The objective of HKFRS 3 (revised 2008) is ndash to improve the relevance reliability and comparability of
the information that a reporting entity provides in its
Scopethe information that a reporting entity provides in its financial statements about a business combination and its effects
bull To accomplish that HKFRS 3 establishes principles and requirements for how the acquirer a) recognises and measures in its financial statements the
identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
Method of accounting
copy 2006-08 Nelson 74
b) recognises and measuresbull the goodwill acquired in the business combination or bull a gain from a bargain purchase and
c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination
What is it
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
38
Scope
bull HKFRS 3 applies to a transaction or other event that meets the definition of a business combination
bull HKFRS 3 does not apply to
Scope
bull HKFRS 3 does not apply to a) the formation of a joint venture b) the acquisition of an asset or a group of assets that
does not constitute a business bull Brief requirements set out for such acquisition and
it does not give rise to goodwillc) a combination of entities or businesses under common
controlAG 5 is still applicable
copy 2006-08 Nelson 75
control
Identifying a Business Combin
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business
bull If the assets acquired are not a business ‒ the reporting entity shall account for the transaction or
other event as an asset acquisition (HKFRS 33)bull HKFRS 3B5ndashB12 provide guidance on identifying a
business combination and the definition of a
copy 2006-08 Nelson 76
business combination and the definition of a business
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
39
Scope
bull An entity shall determine whether a transaction or other event is a business combination by applying the definition in HKFRS 3
Scope
‒ which requires that the assets acquired and liabilities assumed constitute a business (HKFRS 33)
bull Business is defined as ‒ an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends lower costs or other economic benefits directly to investors or other owners members or participants
copy 2006-08 Nelson 77
members or participants bull Business combination is defined as
‒ a transaction or other event in which an acquirer obtains control of one or more businesses
‒ Transactions sometimes referred to as lsquotrue mergersrsquo or lsquomergers of equalsrsquo are also business combinations as that term is used in HKFRS 3
The Acquisition Method
Scope
Application of the method
bull An entity shall account for each business combination by applying the acquisition method (HKFRS 34)
Method of accounting
bull Applying the acquisition method requires a) identifying the acquirer b) determining the acquisition date c) recognising and measuring
Guidance in HKAS 27
Date of control obtained
copy 2006-08 Nelson 78
) g g gbull the identifiable assets acquired bull the liabilities assumed and bull any non-controlling interest in the acquiree and
d) recognising and measuring bull goodwill or bull a gain from a bargain purchase (HKFRS 35)
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
40
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
Application of the method
bull As of the acquisition date the acquirer shall recognise separately from goodwill
ndash the identifiable assets acquired ndash the liabilities assumed and ndash any non-controlling interest in the acquiree
bull Recognition of identifiable assets acquired and liabilities assumed is subject to the conditions
copy 2006-08 Nelson 79
liabilities assumed is subject to the conditions specified in HKFRS 311 and 312 (HKFRS 310)
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull At the acquisition date the acquirer shall classify or designate the identifiable assets acquired and liabilities assumed as necessary to apply other HKFRSs subsequently
bull The acquirer shall make those classifications or designations on the basis of the contractual terms economic conditions its operating or accounting policies and other pertinent conditions as they exist at the acquisition date
copy 2006-08 Nelson 80
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
41
The Acquisition Method
bull Recognising and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquiree
bull The acquirer shall measure the identifiable assets acquiredand the liabilities assumed
ndash at their acquisition-date fair values (HKFRS 318)
bull For each business combination the acquirer shall measureany non-controlling interest in the acquiree either
ndash at fair value or
Affect acquisition in stages
New alternative (ldquofull goodwill methodrdquo)
copy 2006-08 Nelson 81
ndash at the non-controlling interestrsquos proportionate share of the acquireersquos identifiable net assets (HKFRS 319) Existing practice
( g )
The Acquisition Method
bull Recognising and measuring goodwill or a gain from a bargain purchase
Critical Amendment
bull The acquirer shall recognise goodwill as of the acquisition date measured as the excess of (a) over (b) below a) the aggregate of
i) the consideration transferred measured in accordance with HKFRS 3 which generally requires acquisition-date fair value
ii) the amount of any non-controlling interest in the acquiree measured in accordance with HKFRS 3 andIf fair value is adopted it will
Application of the method
copy 2006-08 Nelson 82
measured in accordance with HKFRS 3 and iii) in a business combination achieved in stages the acquisition-
date fair value of the acquirerrsquos previously held equity interest in the acquiree
b) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with HKFRS 3 (HKFRS 3 32)
If fair value is adopted it will affect the amount of goodwill
Practices changed
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
42
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In a business combination achieved in stages the acquirer shall
ndash remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and
ndash recognise the resulting gain or loss if any in profit or loss (HKFRS 342)
copy 2006-08 Nelson 83
The Acquisition Method
bull Additional guidancendash Amended practices on business combination achieved in stages
bull In prior reporting periods the acquirer may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income (for example because the investment was classified as available for sale)
ndash If so the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest (HKFRS 342)In other words ldquothe amount recognised directly in other comprehensive
copy 2006-08 Nelson 84
ndash In other words the amount recognised directly in other comprehensive income is reclassified and included in the calculation of the gain or loss recognised in profit or lossrdquo (KPMG-UK 200801)
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
43
On 112010bull Parent P acquired 20 interest in
Subsidiary S at $3500 by cash
The Acquisition Method
On 112010 Parent P Sub S
Property $ 0 $ 6000
Example
y ybull Fair value of the property of S was
$8000During 2010bull Parent P reported nil profit and profit
of S was HK$6000 (became cash)bull Fair value of S is HK$30000 at
year-endP t d f S h ld f
Property $ 0 $ 6000Investment 0 0Cash at bank 30000 2000
30000 8000
Issued equity $ (30000) $ (5000)Retained earnings 0 (3000)
(30000) (8000)
copy 2006-08 Nelson 85
bull P accounted for S as held for trading
On 112011bull P acquired additional 60 interest in
S at $22000 by cashbull Fair value of the property of S was
$11000
( ) ( )
The Acquisition Method
bull Firstly the acquirer (ie P) shall ndash remeasure its previously held equity interest in the acquiree (ie S) at its
acquisition-date fair value and
Example
acquisition date fair value and ndash recognise the resulting gain or loss if any in profit or loss
bull On 112011 P acquired additional 60 interest in S at $22000 by cash
ndash It implies that previously held equity interest of 20 (acquired on 112010) should have a fair value of $7333 ($22000 divide 60 times 20)
ndash The resulting gain should be recognised in profit or loss as follows
copy 2006-08 Nelson 86
Dr($) Cr($)Dr Investment ($7333 ndash $6000) 1333Cr Profit or loss 1333To remeasure the previously held 20 in S at acquisition-date fair value
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
44
The Acquisition MethodExample
1st Transaction 2nd Transaction1 1 2010 1 1 2011
You would miss this helliphellip
TotalCost of combinations
(or investments)Fair value information
Property at fair valueCashCash (profit for the year)
112010
3500
80002000
010 000
112011
22000
1100020006000
19 000
Total
25500
copy 2006-08 Nelson 87
Ownership interestShare of fair value
Goodwill
1000020
2000
1500
1900060
11400
10600
80
12100
The Acquisition MethodExample
New 1
The calculation approach would be revised as helliphellip
New 2
NCI at old approach
NCI at fair value
1 Consideration transferred2 Non-controlling interest (NCI)3 Acquisition-date fair value of
the acquirerrsquos previously held equity interest in the acquiree
Less Acquisition-date amount of t id tifi bl t
220003800
733333133
220007333
733336666
($19K x 20) ($22K divide 60 x 20)
copy 2006-08 Nelson 88
net identifiable assetsProperty at fair valueCashCash (profit for the year)
Goodwill
1100020006000
1900014133
1100020006000
1900017666
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
45
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at old approach)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 14133
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($19000 x 20) 3800
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 89
g g q y
The Acquisition Method
Dr($) Cr($)D P f i l dj ($11 000 $6 000) 000
Consolidation journals (for NCI at fair value)
Example
Dr Property ndash fair value adjustment ($11000 - $6000) 5000Issued equity ndash subsidiary (given) 5000Retained earnings ndash subsidiary (given) 9000Goodwill (as calculated in last slide) 17666
Cr Investment ($7333 + $22000) 29333Non-controlling interest ($22000 divide 60 x 20) 7333
To recognise the goodwill and eliminate the investments with the equity shares
copy 2006-08 Nelson 90
g g q y
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
46
The Acquisition Method
On 112011 Parent P Sub SProperty $ 0 $ 6000
Example
Old$ 11000
New 1$ 11000
New 2$ 11000p y $ $
Goodwill 0 0Investment 28000 0Cash at bank 4500 8000
32500 14000
Issued equity $ (30000) $ (5000)Retained earnings (2500) (9000)
$ 12100
01250035600
$(30000)(1200)
$ 14133
01250037633
$(30000)(3833)
$ 17666
01250041166
$(30000)(3833)
copy 2006-08 Nelson 91
Retained earnings (2500) (9000)Revaluation reserves 0 0Minority interest 0 0
(32500) (14000)
(1200)(600)
(3800)(35600)
(3833)0
(3800)(37633)
(3833)0
(7333)(41166)
Non-controlling interests
The Acquisition Method
bull Measurement Period
Application of the method
bull If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs
ndash the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete
bull During the measurement period
copy 2006-08 Nelson 92
ndash the acquirer shall retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known would have affected the measurement of the amounts recognised as of that date
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
47
The Acquisition Method
bull Measurement Period
bull During the measurement period the acquirer shall also recognise additional assets or liabilities
ndash if new information is obtained about facts and circumstances that existed as of the acquisition date and if known would have resulted in the recognition of those assets and liabilities as of that date
bull The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable
copy 2006-08 Nelson 93
of the acquisition date or learns that more information is not obtainable bull However the measurement period shall not exceed one year from the
acquisition date (HKFRS 345)
The Acquisition Method
bull Determining what is part of the business combination transaction
bull The acquirer and the acquiree may have a pre-existing relationship or other arrangement before negotiations for the business combination began or they may enter into an arrangement during the negotiations that is separate from the business combination
bull In either situation the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former owners) exchanged in the business combination ie amounts that are not part of th h f th i
copy 2006-08 Nelson 94
the exchange for the acquiree bull The acquirer shall recognise as part of applying the acquisition method
only the consideration transferred for the acquiree and the assets acquired and liabilities assumed in the exchange for the acquiree
bull Separate transactions shall be accounted for in accordance with the relevant HKFRSs (HKFRS 351)
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
48
The Acquisition Method
bull Acquisition-related costs
bull Acquisition-related costs are costs the acquirer incurs to effect a business combination
ndash Those costs include finderrsquos fees advisory legal accounting valuation and other professional or consulting fees general administrative costs including the costs of maintaining an internal acquisitions department and costs of registering and issuing debt and equity securities
bull The acquirer shall account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are
copy 2006-08 Nelson 95
preceived with one exception
bull The costs to issue debt or equity securities shall be recognised in accordance with HKAS 32 and HKAS 39
Disclosure
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that
Scope
Application of the method
and financial effect of a business combination that occurs eithera) during the current reporting period orb) after the end of the reporting period but before the
financial statements are authorised for issuebull HKFRS 3B64 to B66 have further disclosure requirements
bull The acquirer shall disclose information that enables users of its financial statements to evaluate the
Method of accounting
S bseq ent
copy 2006-08 Nelson 96
users of its financial statements to evaluate the financial effects of adjustments recognised in the current reporting period that relate to business combinations that occurred in the period or previous reporting periods
bull HKFRS 3B67 has further disclosure requirements
Subsequent Measurement
Disclosure
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
49
Effective Date
bull HKFRS 3 (revised 2008) shall be applied prospectively to ‒ business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after 1 Julybeginning of the first annual reporting period beginning on or after 1 July 2009
bull Earlier application is permitted‒ However HKFRS 3 shall be applied only at the beginning of an annual
reporting period that begins on or after 30 June 2007 ‒ If an entity applies HKFRS 3 before 1 July 2009 it shall
‒ disclose that fact and ‒ apply HKAS 27 (as amended in 2008) at the same time
copy 2006-08 Nelson 97
‒ apply HKAS 27 (as amended in 2008) at the same time
Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7)
copy 2006-08 Nelson 98
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
50
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
Not described in HKAS 39 but implicitly it is not feasible to reclassify a financial into or out of loans and receivablesHTM
investments
copy 2006-08 Nelson 99
investments
MeasurementFinancial Assets ndash Reclassification
Reclassification
An entit shall NOT reclassif a financialFA at FV An entity shall NOT reclassify a financial instrument into or out of the fair value through profit or loss category while it is held or issued
at Fair Value
at Fair Value
at Amortised Cost
at Amortised Cost
at Cost
Loans and receivables
FA at FV through PL
AFS financial assets
HTM investments
From 1 July 2008 (issued in Oct 2008) helliphellip
An entitya) shall not reclassify a derivative out of the fair value through profit or loss
category while it is held or issuedb) shall not reclassify any financial instrument out of the fair value through profit
or loss category if upon initial recognition it was designated by the entity as at fair value through profit or loss and
c) may if a financial asset is no longer held for the purpose of selling or
copy 2006-08 Nelson 100
investments) y g p p grepurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term) reclassify that financial asset out of the fair value through profit or loss category if the requirements in HKAS 3950B or 50D are met
An entity shall not reclassify any financial instrument into the fair valuethrough profit or loss category after initial recognition
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
51
ImplicationAn entity is permitted
MeasurementFinancial Assets ndash Reclassification
Reclassification
FA at FV bull An entity is permitted ‒ to reclassify non-derivative financial
assets held for trading out of the fair value through profit or loss category in particular circumstances
‒ to transfer from the available-for-sale category to the loans and receivables category a financial asset that would have met the definition of loans and
at Fair ValueFA at FV through PL
at Fair Valueat Cost
AFS financial assets
copy 2006-08 Nelson 101
have met the definition of loans and receivables (if the financial asset had not been designated as available for sale) if the entity has the intention and ability to hold that financial asset for the foreseeable future
Equity securities
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVReclassciation of financial assets held for tradingat Fair ValueFA at FV
through PLtradingbull A non-derivative financial asset held for
trading (other than those met the definition of loans and receivables) may be reclassified out of the fair value through profit or loss category only in rare circumstances
copy 2006-08 Nelson 102
Equity securities
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
52
Financial Assets ndash Reclassification
Reclassification
FA at FVMeasurement on the reclassification date
If i l ifi fi i l fat Fair ValueFA at FV through PL bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category ‒ the financial asset shall be reclassified at
its fair value on the date of reclassificationbull Any gain or loss already recognised in profit
or loss shall not be reversedbull The fair value of the financial asset on the
date of reclassification becomes its new cost
copy 2006-08 Nelson 103
date of reclassification becomes its new cost or amortised cost as applicable
Equity securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables (from the fair value
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables (from the fair value through profit or loss category)bull A financial asset to be reclassified that would
have met the definition of loans and receivables (if the financial asset had not been required to be classified as held for trading at initial recognition) may be reclassified out of the fair value through profit or loss category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 104
or loss category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
53
Financial Assets ndash Reclassification
ReclassificationFor financial assets met the definition of loans and receivables (from available for
at Fair ValueAFS financial assets
AFS financial assets
loans and receivables (from available-for-sale)bull A financial asset classified as available for
sale that would have met the definition of loans and receivables (if it had not been designated as available for sale) may be reclassified out of the available-for-sale category to the loans and receivables category
at Amortised CostLoans and receivables
copy 2006-08 Nelson 105
category ‒ if the entity has the intention and ability to
hold the financial asset for the foreseeable future or until maturity
Debt Securities
Financial Assets ndash Reclassification
Reclassification
FA at FVFor financial assets met the definition of loans and receivables
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
loans and receivables bull If an entity reclassifies a financial asset out of
the fair value through profit or loss category (HKAS 3950D) or out of the available-for-sale category (HKAS 3950E) ‒ it shall reclassify the financial asset at its
fair value on the date of reclassification
copy 2006-08 Nelson 106
Debt Securities
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
54
Financial Assets ndash Reclassification
Reclassification
FA at FVbull For a financial asset out of the fair value
through profit or loss category (HKAS
at Fair Valueat Cost
AFS financial assets
AFS financial assets
at Fair ValueFA at FV through PL
through profit or loss category (HKAS 3950D) ‒ any gain or loss already recognised in
profit or loss shall not be reversed‒ the fair value of the financial asset on the
date of reclassification becomes its new cost or amortised cost as applicable
For a financial asset reclassified or out of the
copy 2006-08 Nelson 107
Debt Securities
bull For a financial asset reclassified or out of the available-for-sale category (HKAS 3950E) ‒ any previous gain or loss on that asset
that has been recognised in other comprehensive income (or equity) shall be accounted for in accordance with HKAS 3954
Effective Date and Transition
bull Reclassification of Financial Assets (Amendments to HKAS 39 and HKFRS 7) issued in October 2008 amended HKAS 3950 and AG8 and added HKAS 3950Bndash50F
bull An entity shall apply those amendments from 1 July 2008bull An entity shall not reclassify a financial asset in accordance
with HKAS 3950B 50D or 50E before 1 July 2008 bull Any reclassification of a financial asset made in periods
beginning on or after 1 November 2008 shall take effect only from the date when the reclassification is made
bull Any reclassification of a financial asset in accordance with
copy 2006-08 Nelson 108
bull Any reclassification of a financial asset in accordance with HKAS 3950B 50D or 50E shall not be applied retrospectively to reporting periods ended before the effective date set out in HKAS 39103G
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
55
Global Development of IFRSs
China
India
Hong Kong
Russia
US Korea (2011)Japan (2011)
Canada (2011)
2014
copy 2006-08 Nelson 109
(2011)
Global Development ndash in US
bull The US FASB and the IASB reaffirmed their commitment in 2005 to the convergence of US GAAP and IFRSs
bull In Nov 2007 ‒ the US SEC approved the financial statements from foreign private
issuers in the US will be accepted without reconciliation to US GAAP only if they are prepared using IFRSs
bull In 2008‒ The AICPA proposed incorporating IFRS
elements in its Uniform CPA ExaminationTh AICPA l h d d i d b i
copy 2006-08 Nelson 110
‒ The AICPA launched a designated website for its members and public wwwIFRScom
bull On 27 August 2008 ‒ US SEC voted to publish for public comment
a proposed roadmap that could lead to the use of IFRS by US issuers beginning in 2014
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
copy 2006-08 Nelson 112
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
56
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
copy 2006-08 Nelson 111
Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk
Update on HKFRSs 2008 ndash 200929 October 2008
Full set of slides in PDF can be found in www NelsonCPA com hkwwwNelsonCPAcomhk
QampA SessionQampA SessionQampA SessionQampA Session
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Nelson LamNelson Lam 林智遠林智遠nelsonnelsoncpacomhkwwwnelsoncpacomhk