IFRS Scope Case5 Step Acqusition

How to handle a step acquisition
with SAP Financial Consolidation 10.0, Starter Kit for

IFRS?
www.sap.com
TABLE OF CONTENTS
INTRODUCTION ............................................................................................................................................... 3
WHAT ARE THE REGULATION REQUIREMENTS? ...................................................................................... 4
PRESENTATION OF THE BUSINESS CASE .................................................................................................. 5
HOW TO HANDLE A STEP ACQUISITION IN THE IFRS STARTER KIT? .................................................... 7
Reminder .......................................................................................................................................................... 7
Overview of the operating process ................................................................................................................ 7
Conversion rate table ...................................................................................................................................... 8
Consolidation scope ....................................................................................................................................... 8
Automatic journal entries ............................................................................................................................... 8
Manual journal entries..................................................................................................................................... 9
Retrieval of consolidated data ..................................................................................................................... 11
HOW DOES THE STEP ACQUISITION AFFECT FINANCIAL STATEMENTS? .......................................... 14
Consolidated Statement of Financial position ........................................................................................... 14
Consolidated statement of other comprehensive income ........................................................................ 15
Statement of cash flows................................................................................................................................ 16
Statement of changes in equity ................................................................................................................... 17
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How to handle a step acquisition with SAP IFRS Starter Kits
Consolidation Practical Guide N12 November, 2012
INTRODUCTION
This practical guide is part of a new series of seven guides dedicated to help deal with the most frequent
consolidation M&A requirements when using the SAP Financial Consolidation 10.0, starter kit for IFRS. A
first series was published to help deal with those cases when using SAP Planning and Consolidation 10.0,
starter kit for IFRS, version for SAP NetWeaver.
In this paper a business combination achieved in stages (step acquisition) is explained through a real use
case scenario and presented in three steps:
what the IFRS text says,
how the business use case is handled in Financial Consolidation,
and what impact the CFO should expect on her/his companys financial statements.
You can use this new paper to demonstrate SAPs supremacy in addressing customers most complex and
frequent business requirements.
SAP solutions for consolidation, part of SAP enterprise performance management (EPM) solutions, include SAP
Financial Consolidation and SAP Business Planning and Consolidation. A starter kit for IFRS has been developed for
each solution to perform, validate and publish a statutory consolidation in accordance with IFRS. These starter kits are
based on a dynamic configuration easy to customize to specific requirement. They are provided with documentations.
To know more:
You will find further indications on how to deal with scope changes in the SAP Financial consolidation 10.0,
Starter kit for IFRS Operating guide.
To be kept informed of the most recent releases and new documentations:

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3
WHAT ARE THE REGULATION REQUIREMENTS?

Step acquisition refers to business combinations achieved in stages. In this business case, we will focus on
an associate becoming a subsidiary.
A step acquisition is similarly treated as if the interest in the associate was disposed of and a controlling
interest in a subsidiary was acquired.
Therefore, the different stages are the following:
Disposal of the associate

Derecognize the net share of assets (including goodwill) of the former associate
Recognize in profit and loss:
The difference between the carrying amount and the fair value at the acquisition date of the
previously held interest in the associate
Any amounts previously recognized in OCI (i.e. fair value reserve, hedging reserve and foreign
currency translation reserve). (see Practical guide Case #2)
Acquisition of the subsidiary

Apply the acquisition method to the controlling interest acquired (see Practical guide Case #1)
4
PRESENTATION OF THE BUSINESS CASE

This business case is included in the set of data provided with the IFRS starter kit SP3 available by the end
of 2012. It is possible to retrieve it using the following settings:
- CATEGORY: A- ACTUAL,
- DATA ENTRY PERIOD: 2021.12,
- CONSOLIDATION CURRENCY: USD
- SCOPE: CASE5,
- VERSION: IFRSYTD,
- REPORTING UNIT: P5, S5
Y 2020 Y 2021
Parent P5 Parent P5
40% 75%
S5 S5
(Equity method) (Full consolidation)
Year Y2019
Parent company P5 (USD) purchased a 40% interest in associate S5 for USD40 000. S5 Fair value of net
assets is USD80 000.
Goodwill calculation on the 40%:
Consideration paid + 40 000
Share in S5 net assets - 32 000 80 000 x 40%
Goodwill = 8 000
Year Y2020
S5s net income = USD19 000
S5s available-for-sale (AFS) fair value change = USD 1 000
____________
S5s comprehensive income = USD20 000
Year 2021
P5 acquired a further 35% equity interest for cash consideration of USD55 000.
S5s fair value of net assets = USD110 000
- Y 2019 equity (USD80 000)
- Y 2020 Comprehensive income (USD20 000)
- Y 2021 Revaluation of other PPE (USD10 000)
5
S5 fair value of the 25% equity non controlling interests (NCI)= USD30 000
S5 previously held 40% equity interest fair value = USD50 000
Y2021: P5 individual accounts are as follows:

Acquisition of 35%
Before After
Investments in S5 40 000 95 000 Y2019 S5 Acquisition 40 000
Cash and cash equivalents 60 000 5 000 Y2021 S5 Acquisition 55 000
Assets 100 000 100 000 95 000
Issued capital 100 000 100 000

Retained earnings
Equity & Liabilities 100 000 100 000
Y2021: S5 individual accounts are as follows:

(Reevaluation posted at consolidated level)
S5 at
acquisition
date
PPE 80 000
Other non current financial assets 7 000
Cash and cash equivalents 20 000
Assets 107 000
Issued capital 50 000 Net assets Y2019 80 000
Fair value reserve (AFS) 1 000 Y2020 OCI 1 000
Retained earnings 49 000 Y2020 net income 19 000
Other current financial liabilities 7 000 100 000
Equity & Liabilities 107 000
Calculation of the net gain/loss on disposal of the associate
Fair value of previously-held interest + 50 000 Y2019 cost of acquisition 40 000

Carrying amount under IAS28 - 48 000 Y2020 Comprehensive income 20 000 x 40% = 8 000
Recycling of fair value reserve (AFS) + 400 48 000
"Disposal" of S5 as an associate = 2 400
1 000 x 40%
Calculation of the new goodwill:

Total P5 share NCI
Consideration paid for 35% in S5 + 55 000 55 000
Fair value of Non Controlling interests + 30 000 30 000
Fair value of previously-held interest + 50 000 50 000
Fair value of net assets of acquiree - 110 000 82 500 27 500
Goodwill = 25 000 22 500 2 500
6
HOW TO HANDLE A STEP ACQUISITION IN THE IFRS

STARTER KIT?
REMINDER
The amounts stored in the database are identified thanks to a set of elements called dimensions.
The main dimensions are listed below:
The account dimension indicates which item of the balance sheet or P&L is impacted.
The flow dimension is used to identify and analyze the changes between the opening (flow F00) and
closing (flow F99) balances.
The audit ID dimension identifies the origin of the data for input data, local adjustments, manual and
automatic journal entries.
The in-built dimension (Journal entry number) provides a full audit trail as it retrieves the number of the
manual or automatic journal entry. The use of this feature is illustrated in the chapter How the step
acquisition affects financial statements where we show screenshots of the analysis reports that can be
accessed by drill down from the financial statements.
OVERVIEW OF THE OPERATING PROCESS
The actions to perform to deal with an associate becoming a subsidiary are listed hereafter. A tick mark
indicates which actions apply to case#5. In this business case, we will focus on year 2021.
Case
#5
Conversion rate table
Parent: Enter daily rate (spot rate) at the acquisition date if the parent company doesnt report in the
consolidation currency
Package data entry
Parent: Use the date option for the acquisition on schedules PA2350 and PA2360 if the parents
currency is different from the consolidation currency
Account for the purchase price in schedules PA2100 and PA2300 P
Consolidation scope
Enter the new financial rate of the subsidiary P
Enter the new consolidation method (FC 100%) P
Manual journal entries:
Parent: Gain or loss on change of consolidation method audit ID INV31 (local currency) or INV32 P
(consolidation currency) using flows Y99 (P&L) and F02 (balance sheet)
Subsidiary: Apply uniform accounting policies audit IDs ADJ91 or PACK11 on flow F03
Deferred taxes posting should use the same Audit ID as the one used to identify the base of the
deferred tax on flow F03
Fair value (recorded at 100 %) audit ID FVA11 on flow F03 P
Goodwill / bargain purchase audit ID GW01 on flow F03 P
If the change Correct the effects of the change of consolidation method date (e.g. 6 months under equity
occurs during method and 6 months under full consolidation) audit IDs NCI11, CONS01
the period Correct intercompany eliminations with partners audit ID ELIM11, DIS11
Consolidation:
Run the consolidation processing P
Report navigator:
Validate the scope change accounting with several preconfigured reports P
7
CONVERSION RATE TABLE
By default, for any B/S account, flow F20-Increase/Purchase is converted using the average rate of the
period. It is possible to perform a more accurate conversion based on the exact daily rate for the
account/flow combination A1810-Investments in subsidiaries, JV and associates / F20,
This optional conversion process is based on:
An additional detail by date provided in the package in schedule PA2350,
Daily rates entered in the conversion rate table.
CONSOLIDATION SCOPE
In the consolidation scope, any entity accounted for using the equity method at opening and consolidated
using full consolidation or proportionate method at closing is considered by the consolidation engine as a
Change in consolidation method. This status triggers a specific process (see automatic journal entries
below)
(b) (a) (c)
(a) Company S5 is accounted for at equity (EM)at opening - 40% consolidation and interest rate
(b) Company S5 is accounted for using full consolidation method (FC) at closing - 75% interest rate
(c) Variation = +60% (consolidation rate) and +35% (financial interest rate)
AUTOMATIC JOURNAL ENTRIES
When an entity has the status change of method in the scope, the consolidation engine reverses all the
balance sheet data (assets, liabilities and equity) for this entity on flow F02 old method and loads the
package data at opening (audit ID PACK01) on flow F03 new method using the new consolidation rate
i.e. 100% here.
Opening Intercompany declarations and provisions are eliminated on flow F03 using audit IDs ELIM10 -
Elimination of intercompany accounts, PRO10 - Elimination of internal impairment on investments,
PRO20 - Elimination of internal provisions.
Investment elimination is posted at P5 on flow F20 Increase with counterpart in S5s equity on flow F03
using audit ID INV10 - Elimination of investments
New goodwill is booked on flow F03 based on a manual declaration (see Manual journal entries
hereafter) using audit ID GW10 - Booking of goodwill and bargain purchase
Allocation of equity between CI and NCI is posted on flow F03 according to the new interest rate
Accumulated other comprehensive income at opening is reclassified to retained earnings using audit ID
FVA10 - Fair value for incoming entities on flow F03
8
MANUAL JOURNAL ENTRIES

A manual journal entry (#17) posts the gain or loss on disposal of S5 as an associate, using audit ID INV31
Adjustments on gain / losses on disposal of a subsidiary, JV or associate (local currency)
(a)
(b)
(*)
(c)
(a) Posted on P5
(b) Using dedicated audit ID INV31
(c) Using a specific accouting scheme :
- credit account "P1615 - Gain or Loss on sale of share" for the result on the "disposal" of S5 calculated as follows
Fair value of previously held interest +50 000
Carrying amount under IAS28 - 48 000
Recycling of fair value reserve (AFS) + 400
- debit account "A1810 Investment in subsidiaries" on flow F02 for the difference between the fair value and the net book value
of the 40% interest in associate (50,000 40,000). This increase of the investment in P5 will trigger an increase of investment
elimination in S5 equity on flow F03
- credit account "E1610 - retained earnings" on flow F02, which will neutralize the impact of the change of method on the
consolidated retained earnings on flow F02 (see screenshot below)
At parent P5 At subsidiary S5
(*) in the current version of Financial Consolidation, it is mandatory to specify a restriction on scope, variant or consolidation currency in order
to load a manual journal entry on an entity with a change of consolidation method .
9
A manual journal entry (#13) is posted at S5 to recognize new fair value adjustments on net assets of held
company S5 using a dedicated audit ID FVA11 Fair value for incoming entities (central)-Man
(a)
(b)
(*)
(c)
(d)
(a) Posted on S5
(b) Using dedicated audit ID for goodwill declaration "GW01"
(c) in S5 currency (USD)
(d) Posted on flow F03 "Change of method - NEW"
A manual journal entry (#14) is posted to declare the new goodwill using a dedicated audit ID
GW01 Disclosure of goodwill (gross value and impairment) and bargain purchase Man
(a)
(b)
(*)
(c)
(a)
(b)
(*)
(c) (d)
(d)
(a) Posted on S5
(b) Using dedicated audit ID FVA11
(d) Posted
(d) on flow F03 "Change of method - NEW" (e)
(f)
(a) Posted on S5
(b) Using dedicated audit ID for goodwill declaration "GW01"
(d) Posted on technical account for goodwill declaration "XA1310"
(e) Posted on flow F03 "Change of method - NEW"
(f) Split between P5 and TP-999 (full goodwill)
10
RETRIEVAL OF CONSOLIDATED DATA
After running the consolidation, the consolidated balance sheet is as follows:
(a) (b) (c)
(e)
(e)
(d)
Figure 1- Report C31-05: Balance Sheet by flow
(a) Flow F00 shows the opening consolidated balance sheet of the group with S5 under equity method
(b) Flow F02 shows the change in consolidation method of S5 (reversal of equity method)
The flow F02 (old method) should balance with the P&L account (P1615 - Gains or losses on sale of shares)
(c) Flow F03 shows the change in consolidation method of S5 (apply full consolidation)
Flow F03 is balanced
(d) Gain on"disposal" of S5
(e) Purchase price of 35% of S5
Cash outflow
Clearing accounts used to post investment elimination are balanced
11
The equity movements are explained below:
(a)
(b)
(a)
(d)
(f)
(b)
(a)
(d)
(e)
(b)
(g)
(h)
(c)
(f)
(b)
(g)
(f)
(b)
(f)
(b)
Figure 2- BS by flow and audit ID (extract)
(a) S5 package data

Opening data (F00) reversed on flow F02 (reversal of equity method)
S5 new consolidation method (full) applied on flow F03
(b) S5 package data allocation to NCI
On flow F02 (reversal of equity method)
On flow F03 (new consolidation method)
(c) Manual JE posted by P5 (see consequence of accounting for the difference betw een fair value and net book value of previously held investment on point h)
Gain on the change in consolidation method = 2 400
Transfer of S5 net income previously held (19 000 x 40% = 7 600 )
(d) Reclassification of fair value reserve at opening to retained earnings
(e) New fair value manual JE
(f) Allocation to NCI of audit ID FVA10 and FVA11
(g) Reversal of opening goodw ill (F02) and new goodw ill posting (F03)
(h) Investment elimination
Fair value of 40% previously held interest 50,000
Y2021 cash consideration paid 55,000 (+35%)
12
Analysis of account E1610 Retained earnings
(a) (a)
(c)
(b)
(c)
(b) (b)
(a)
(c)
Figure 3- Report C32-05: General Ledger by audit ID, share, JE num ber
(a) Automated entries processed by the consolidation engine

(b) Manual journal entries New fair value (CENTRAL - 13)
Gain on sale (CENTRAL - 17)
(c) Automated entries processed by rules (entry number + code of the rule + share detail)
Reclassification of OCI to retained earnings (AUTOCO - 2 )
Allocation to NCI (AUTOCO - 8 & AUTOCO - 9 )
Goodwill (AUTOCO - 4) with share detail
investment elimination (AUTOCO - 6 & AUTOCO - 7) with share detail
13
HOW DOES THE STEP ACQUISITION AFFECT FINANCIAL

STATEMENTS?
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(a)
(c)
(b)
As stated previously, the change in consolidation method (from

equity method to full consolidation) impact the following
accounts:
(a) the non-current assets
(b) the cash
(c) the equity
Figure 4- Report C11-05: Statement of Financial Position
You can drill down from any item of the statement of financial
position to the detail by account, flows, audit ID and journal entry
Figure 5- Report C32-05: General Ledger by audit ID, partner, JE number (Flows)
14
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
Figure 6- Report C11-15: Statem ent of Other Com prehensive Incom e
You can drill down to the breakdown by account and flow and check that the
comprehensive income attributable to owners of parent is due to:
- the gain on "disposal" of S5 (+ 2 400)
- the reversal of the group share in S5's fair value reserve at opening (-400)
Figure 7- Report C23-05: Statem ent of Other Com prehensive Incom e breakdow n
15
STATEMENT OF CASH FLOWS
You can drill down to the breakdown by account and flow and check that the cash
outflow is due to:
- the acquisition of 35% of S5 (USD -55 000)
- S5 cash incoming due to the consolidation method (USD20 000)
Figure 8- Report C11-25: Statement of Cash Flows
Figure 9 Report C23-10: Statement of Cash Flows breakdown
16
STATEMENT OF CHANGES IN EQUITY
(a)
(b)
(c)
Figure 10- Report C11-30: Statem ent of changes in equity
As expected, the changes in equity come from:

(a) the gain on "disposal" of S5 as an associate (USD 2 400)
(b) the reversal of S5's fair value reserve at opening (USD -400)
(c) the 25% ingoing NCI measured at fair value (USD 30 000)
17

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How to handle a step acquisition

with SAP Financial Consolidation 10.0, Starter Kit for

2012 SAP AG. All rights reserved.

SAP, R/3, SAP NetWeaver, Duet, PartnerEdge, ByDesign, SAP

Business Objects and the Business Objects logo, BusinessObjects,

Sybase and Adaptive Server, iAnywhere, Sybase 365, SQL

These materials are subject to change without notice. These materials

To be kept informed of the most recent releases and new documentations:

WHAT ARE THE REGULATION REQUIREMENTS?

Disposal of the associate

Acquisition of the subsidiary

PRESENTATION OF THE BUSINESS CASE

Y2021: P5 individual accounts are as follows:

Issued capital 100 000 100 000

Y2021: S5 individual accounts are as follows:

Calculation of the net gain/loss on disposal of the associate

Fair value of previously-held interest + 50 000 Y2019 cost of acquisition 40 000

Calculation of the new goodwill:

HOW TO HANDLE A STEP ACQUISITION IN THE IFRS

OVERVIEW OF THE OPERATING PROCESS

CONVERSION RATE TABLE

(b) (a) (c)

AUTOMATIC JOURNAL ENTRIES

MANUAL JOURNAL ENTRIES

RETRIEVAL OF CONSOLIDATED DATA

After running the consolidation, the consolidated balance sheet is as follows:

(a) (b) (c)

Figure 1- Report C31-05: Balance Sheet by flow

The equity movements are explained below:

Figure 2- BS by flow and audit ID (extract)

(a) S5 package data

Analysis of account E1610 Retained earnings

(a) Automated entries processed by the consolidation engine

HOW DOES THE STEP ACQUISITION AFFECT FINANCIAL

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As stated previously, the change in consolidation method (from

Figure 4- Report C11-05: Statement of Financial Position

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

Figure 6- Report C11-15: Statem ent of Other Com prehensive Incom e

STATEMENT OF CASH FLOWS

Figure 8- Report C11-25: Statement of Cash Flows

Figure 9 Report C23-10: Statement of Cash Flows breakdown

STATEMENT OF CHANGES IN EQUITY

Figure 10- Report C11-30: Statem ent of changes in equity

As expected, the changes in equity come from:

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