QUESTION
You are the audit senior in charge of the group audit of Ezweni Ltd, a holding company listed on the JSE Ltd. Your audit firm is responsible for the audit of all of the companies in the group and you are currently completing the audit for the year ended 28 February 2006. The group uses International Financial Reporting Standards (IFRS) in the preparation of their annual financial statements.
The group carries on trade in the clothing industry and consists of the following individual companies that all play a role in the production chain of the group:
• The holding company - Ezweni Ltd
• Four subsidiaries
o Retail Ltd, a retail company;
o Manufacture Ltd, a manufacturing company;
o Property Ltd, a property investment company; and
o Foreign Ltd, clothing manufacturer and distributor in the United States of America.
The following information was extracted from the audited financial packs received from the auditors of the individual companies in the group for the year ended 28 February 2006:
Ezweni
Ltd
R'000
Retail
Ltd
R'000
Manufacture
Ltd
R'000
Property
Ltd
R'000
Foreign
Ltd
US $'000
Profit after taxation 35 500 65 800 55 300 15 700 6 900
Dividends paid:
28 February 2006 (25 000) (20 000) (40 000)
(2 000) (500)
Retained earnings:
1 March 2005
85 600
240 300
310 900
45 600
12 800
Additional information on the companies in the group
Ezweni Ltd
The income received by Ezweni Ltd consists mainly of income from lease agreements and dividends received from subsidiaries. Ezweni Ltd has also incurred operating expenses which have been deducted correctly in order to calculate the profit after taxation. Ezweni Ltd has issued share capital of 2 million equity shares (with a par value of R1 per share) that were all issued at R2 above par value. No shares were issued during the year ended 28 February 2006.
On 1 March 2005 the remuneration committee of the board of Ezweni Ltd decided to reward eight of its directors, as part of a performance management scheme to link the directors' interests with the interest of the shareholders. The details of the scheme are as follows:
• Participants may elect, at grant date, to receive 10 000 share options or 10 000 share appreciation rights. On the grant date five directors chose share options while three chose share appreciation rights.
• The share options give the directors the right to obtain shares in Ezweni Ltd. The directors must remain in the employ of the group for three years, and the options will only vest if the share price is R95 or higher on 29 February 2008.
• The share appreciation rights entitle the directors to receive, in cash, the increase in the share price over R58 at 29 February 2008. The directors must remain in the employ of the group for three years, and the rights will only vest if the share price is R95 or higher on 29 February 2008.
• On 1 March 2005 the Ezweni Ltd share price was R60. The options have a strike price of R58. On that date an independent valuer determined that the fair value of the options was R20 each. The valuer used the binomial option pricing model, which takes into account market conditions.
• By 28 February 2006 the Ezweni Ltd share price had fallen to R50 and the fair value of the option, determined using the binomial option pricing model, was R10. The directors are of the opinion that the company's share price will not reach R95 at 29 February 2008.
• On 1 February 2006 one of Ezweni Ltd's directors resigned. That director had previously chosen to receive share options. No further directors were expected to leave the company up to 29 February 2008.
Retail Ltd
Retail Ltd is a retailer that sells clothing through its own retail outlets. Retail Ltd acquires its inventory from Manufacture Ltd (see information below). Ezweni Ltd acquired its 80% investment in Retail Ltd at the incorporation of the company on 1 March 2002 for R5,2 million when the equity of Retail Ltd consisted of the following:
R'000
Share capital (R1 par value shares)
Share premium
1 000
5 250
Because of its strategic importance to the group, Ezweni Ltd was willing to pay a premium for the interest in Retail Ltd.
Manufacture Ltd
Manufacture Ltd is a manufacturing company which is responsible for the manufacture of all of the finished goods sold by Retail Ltd. Ezweni Ltd acquired all the share capital of Manufacture Ltd on 1 July 2001 for R120 million when the equity of Manufacture Ltd consisted of the following:
R'000
Share capital (R1 par value shares)
Retained earnings
100
125 900
The assets and liabilities were all considered to be fairly valued in the accounting records of Manufacture Ltd at the date of acquisition by Ezweni Ltd.
Manufacture Ltd was unable to obtain the required financing to purchase non-specialised manufacturing machinery from a financial institution. Ezweni Ltd therefore decided to purchase the machinery and lease it to Manufacture Ltd. Ezweni Ltd acquired the manufacturing machinery on 1 March 2003 at a cost of R15 million (excluding VAT). On the same date it entered into a lease agreement with Manufacture Ltd in terms of which Ezweni Ltd leased the non-specialised manufacturing machinery to Manufacture Ltd. Ezweni Ltd qualifies for a capital allowance of 20% per annum on cost price in respect of the manufacturing machinery for income tax purposes.
The lease agreement between the two companies contains no special arrangements and all terms are considered to be market-related. The lease agreement between the two parties contains amongst others the following conditions:
Commencement of the lease term
Cash cost price (fair value) of the machinery
(including VAT at 14%) on which lease is based
Economic life of the manufacturing machinery
Lease term
Rate implicit in the lease
Incremental borrowing rate
Unguaranteed residual value (including VAT at 14%)
Instalments
1 March 2003
R22,8 million
10 years
6 years
10%
11%
R2 million
Payable monthly in arrears
It has been clearly stipulated in the lease agreement that Manufacture Ltd will not at any stage during or after the lease term obtain ownership of the manufacturing machinery. The group expects the useful life of the production machinery to be the same as its economic life. The machine is used for a qualifying purpose in terms of the Value-Added Tax Act and both Manufacture Ltd and Ezweni Ltd are registered VAT vendors. Manufacture Ltd sells all of its manufactured inventories to Retail Ltd at a gross profit margin of 20% calculated on manufactured cost price. The inventory account in the general ledger of Retail Ltd reflected the following closing inventories on hand (at cost to Retail Ltd):
R'000
28 February 2005
28 February 2006
30 000
42 000
Property Ltd
Property Ltd is a property investment company which invests in land and buildings and holds these investments primarily for capital gain. Ezweni Ltd acquired a 60% interest in Property Ltd on 1 September 2002 for R30 million when the equity of Property Ltd consisted of the following:
R'000
Share capital (R2 par value shares)
Share premium
Retained earnings
1 000
20 000
24 000
5
At the date of acquisition by Ezweni Ltd the assets and liabilities were all considered to be fairly valued in the accounting records of Property Ltd, except for land which was undervalued by R5 million. Land has never been impaired in the accounting records of Property Ltd. On 1 March 2005, Property Ltd decided to buy back some of its own share capital from the shareholders. The existing shareholders agreed that 200 000 shares would be bought back from Ezweni Ltd and none from the other shareholders. Ezweni Ltd received R100 per share from Property Ltd for the buyback.
Property Ltd sought to minimise any additional secondary tax on companies (STC) that might be payable as a result of the share buyback. No profit or loss arising from the share buyback in either the separate or consolidated financial statements of the Ezweni Ltd group of companies had any tax implications.
The abridged balance sheet of Property Ltd as at 1 March 2005 was as follows:
PROPERTY LTD
ABRIDGED BALANCE SHEET AS AT 1 MARCH 2005
R'000
Assets
Property, plant and equipment
Receivables
Bank and cash balances
127 800
5 100
2 100
135 000
Equity and liabilities
Share capital
Share premium
Retained earnings
Long-term liabilities
1 000
20 000
45 600
68 400
135 000
Foreign Ltd
Foreign Ltd is a clothing manufacturer and distributor situated in the United States of America. Ezweni Ltd acquired 75% of the share capital of this company on 1 March 2004 for R35 million to expand into the global clothing industry. Foreign Ltd's functional currency is the US dollar ($). At the date of acquisition the equity of Foreign Ltd consisted of the following:
$'000
Share capital ($1 par value shares)
Retained earnings
500
3 500
At the date of acquisition by Ezweni Ltd the assets and liabilities were all considered to be fairly stated in the accounting records of Foreign Ltd, except for factory buildings which were undervalued by $200 000. At that date the factory buildings had a remaining useful life of ten years. Foreign Ltd qualifies for the relevant capital allowances on the factory building.
6
The relevant foreign exchange rates were as follows at the specified dates:
1 March 2004
28 February 2005
Average for 2005 financial year
28 February 2006
Average for 2006 financial year
$1 = R10,00
$1 = R8,50
$1 = R9,50
$1 = R6,80
$1 = R8,00
Notes on accounting policies
• The Ezweni Ltd group accounts for all investments over which significant influence is exercised according to the equity method.
• The Ezweni Ltd group accounts for all items of property, plant and equipment according to the cost model in terms of IAS 16, Property, plant and equipment (AC 123). No items of property, plant and equipment have been revalued in the separate annual financial statements of any group companies.
• Where applicable, assume a local company tax rate of 29% and a foreign company tax rate of 40% in all your calculations. Ignore capital gains tax in respect of foreign assets and liabilities.
REQUIRED
(a) Prepare the journal entries relating to the share-based payment transaction (including the tax effects) in the separate accounting records of Ezweni Ltd for the year ended 28 February 2006.
(b) Prepare a reconciliation of the goodwill balance as it should appear in the notes to the annual consolidated financial statements of Ezweni Ltd for the year ended 28 February 2006. No comparative figures are required.
(c) Calculate the consolidated profit or loss on the share buyback of Property Ltd as it would appear in the annual consolidated financial statements of Ezweni Ltd for the year ended 28 February 2006.
(d) Describe the procedures you should have performed to audit the share buyback in the annual financial statements of Property Ltd for the year ended 28 February 2006.
(e) Calculate the consolidated net profit or loss before minority interests of the Ezweni Ltd group for the year ended 28 February 2006.
(f) Show the following items as they would be disclosed in the consolidated statement of changes in equity for the Ezweni Ltd group for the year ended 28 February 2006:
• Foreign currency translation reserve; and
• Minority interest.