FNSACC514 Financial Reports For Corporate Entities Sample Assignment

Diploma of Accounting FNS50217

Prepare financial reports for corporate entities - FNSACC514

Assessment 2: Group Project: Sonic Health Care’s proposed

Acquisition of Healthscope Limited

Purpose:

This assessment task will talk about the proposal of acquisition between two health care companies: Sonic Health Care and Healthscope Ltd.

Sonic Healthcare Ltd. is an Australian company that provides laboratory services, pathology, and radiology services.[2]

The Sydney-based company has its roots in the pathology practice of Douglass Laboratories, and since has become one of the largest diagnostic companies. It has a presence in Australia, New Zealand, USA, United Kingdom, Germany, Switzerland, Belgium and Ireland ; it is the largest medical laboratory provider in Australasia and Europe and the third largest in the USA, it employs over 32,000 people.[3]

It was listed on the Australian Stock Exchange in 1987 as Sonic Technology Australia Ltd. The company changed its name to Sonic Healthcare Ltd in 1995.[4] It is now part of the S&P/ASX 50, and is one of the largest medical companies listed on the ASX, CSL Limited, Cochlear and ResMed being the only other listed medical companies of comparable size. The company strategy is growth by acquisition of overseas companies.[5] There is limited opportunity to expand further in the Australian marketplace and income in Australia is largely dependent on government health funding through Medicare. The firm has diversified its revenue base with moves offshore from Australia. In 2016, approximately 60% of the company's revenues were generated from business operations outside Australia.

Annual Revenues for Financial Year to June 30, 2017 exceeded A$5.1 billion.

Healthscope Notes Ltd. (ACN 147 250 780) (‘Issuer’) was incorporated on 8 November 2010 as a special purpose vehicle to issue publicly listed debt instruments and on-lend the net proceeds raised from the issue of the debt instruments to Healthscope Finance Pty Ltd (ACN 145 126 067), a member of the Healthscope Group (as defined below). The Issuer raised $200 million by issuing 2 million $100 redeemable, exchangeable, secured but subordinated Notes (‘Healthscope Notes’) on 17 December 2010. The Issuer was admitted to the Official List of the Australian Securities Exchange (‘ASX’) (ASX code: HLN) on 17 December 2010. The Healthscope Notes have been quoted on the ASX from 20 December 2010.

Analyse each annual report and write brief summaries:

Sonic Healthcare:

• Analysing the company’s balance sheet we can see a positive variation in the company’s cash flow KPI (Current Assets – Current Liabilities) from (85.178) in 2010 to 266.697 in 2011 pushed mainly for a variation in the Interest bearing liabilities account, what means that the company achieve a better negotiation in its long term liabilities, making more flexible its money.
• Net profit growth in line with guidance given in February 2011.
• The company’s Solvency Ratio varies positively more than 1% from 16,76% in 2010 to 17,84% in 2011, shorten the distance from the ideal number of 20%.
• Strong second half performance in Australian pathology with the return of volume growth, market share gains and margin improvement.
• Revenue growth, synergies and operational improvements driving margin expansion in all major markets.
• Five synergistic pathology acquisitions completed; and funding available for future acquisitions.
• Positive outlook with EBITDA expected to grow by 10-15% in 2012, excluding additional acquisitions (assuming 2011 currency exchange rates).
• The company also had positive variations in its profitability ratios (Profit/Revenue) what means that it was a improving in it’s operational efficiency.

Healthscope:

• The company’s cash flow in 2011 was -190.427, what means that there is no money in short term to pay off the short term bills. In this situation the company will need to renegotiate its liabilities or borrow money.
• The aggregated loss of the Healthscope Group for the period, after income tax expense, amounted to $64.353 million, even with positive operational profits.
• The company’s solvency ratio ( (Profits + Depreciations)/Liabilities ) in 2011 was 12,08%, far away from the ideal 20%.
• No dividend has been declared during or since the end of the period by any of APHG Holdings 2 Pty. Ltd., APHG No 2 Holdings 2 Pty. Ltd. Or CT HSP Holdings (Dutch) B.V.
• The Net Loss after tax of $64.353 million was impacted by a number of NRIs, which cumulatively reduced the Group result by $116.254 million.

A break up of the NRI’s for the period ended FY2011 is detailed below:

NRI Item                                                                                                                    NPAT $Millions

Costs associated with the acquisition of Healthscope                                                           81,632

Restructure and other costs                                                                                                 34,622

Total                                                                                                                                             116,254

Summarise all references to AASB standards in the notes:

Sonic Healthcare:

New accounting standards and interpretations:

Certain new accounting standards and interpretations have been published that are not applicable for the Group for the financial year ended 30 June 2011. The Group has elected not to early adopt these new standards and interpretations. An assessment of the future impact of the new standards and interpretations is set out below.

1. AASB 9 Financial Instruments, AASB 2009-11 and AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (effective from 1 January 2013) AASB 9 Financial Instruments addresses the classification and measurement of financial assets and liabilities and is applicable from January 2013 but is available for early adoption. The Group is yet to assess its full impact. However, initial indications are that it would not materially alter the carrying value of the Group’s financial assets and liabilities. The Group has not yet decided when to adopt AASB 9.
2. Revised AASB 124 Related Party Disclosures and AASB 2009-12 Amendments to Australian Accounting Standards (effective from 1 January 2011) In December 2009 the AASB issued a revised AASB 124 Related Party Disclosures. It is effective for accounting periods beginning on or after 1 January 2011 and must be applied retrospectively. The amendment clarifies and simplifies the definition of a related party but will require disclosures of transactions between subsidiaries and associates. The Group will apply the amended standard, which affects disclosure only, from 1 July 2011.
3. AASB 2009-14 Amendments to Australian Interpretation – Prepayments of a Minimum Funding Requirement (effective from 1 January 2011) In December 2009, the AASB made an amendment to Interpretation 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction. The amendment removes an unintended consequence of the interpretation related to voluntary prepayments when there is a minimum funding requirement in regard to the entity’s defined benefit scheme. It permits entities to recognise an asset for a prepayment of contributions made to cover minimum funding requirements. The Group does not make any such prepayments. The amendment is therefore not expected to have any impact on the Group’s financial statements. The Group will apply the amendment from 1 July 2011.
4. AASB 2010-4 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project (effective from 1 January 2011) The AASB has issued a number of amendments to existing Australian Accounting Standards. The Group will apply the amendments from 1 July 2011 but does not expect any impacts on the amounts recognised in the financial statements as the changes mainly relate to disclosures.
5. AASB 2010-8 Amendments to Australian Accounting Standards – Deferred Tax: Recovery of Underlying Assets (effective from 1 January 2012) The amendments to AASB 12 requires the measurement of deferred tax assets or liabilities to reflect the tax consequences that would follow from the way management expects to recover or settle the carrying amount of the relevant assets or liabilities, that is through use or sale. The amendment introduces a rebuttable presumption that investment property which is measured at fair value is recovered entirely by sale. The Group will apply the amendment from 1 July 2012 but does not expect any significant impact upon the tax treatment of its investment property.
6. AASB 10 Consolidated Financial Statements, AASB 11 Joint Arrangements, AASB 12 Disclosure of Interests in Other Entities, revised AASB 127 Separate Financial Statements, AASB 128 Investments in Associates and Joint Ventures and AASB 2011-7 Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards (effective from 1 January 2013) The AASB has issued a suite of six related standards that together attempt to improve the accounting requirements for consolidated financial statements, joint arrangements and off balance sheet vehicles. AASB 10 Consolidated Financial Statements contains a revised definition of control which will require more judgement to determine whether control exists and consequently what is consolidated as part of the Group. AASB 11 Joint Arrangements redefines which entities qualify as joint ventures and removes the option to account for joint ventures using proportional consideration. The Group will apply the new standards from 1 July 2013 but does not expect any changes to the current consolidated entities.
7. Revised AASB 119 Employee Benefits (effective from 1 January 2013) In September 2011 the AASB issued a revised AASB 119 Employee Benefits. A key amendment is the requirement that all actuarial gains and losses are recognised immediately in other comprehensive income and hence removes the ‘corridor’ approach. The Group will not be impacted by this change as all actuarial gains and losses are already recognised immediately in other comprehensive income. Other minor amendments to the standard are not expected to have a material impact on the Group when the standard is applied from 1 July 2013.
8. AASB 13 Fair Value Measurement (effective from 1 January 2013) AASB 13 Fair Value Measurement replaces guidance in individual standards to provide a single source of fair value measurement principles. It does not introduce new requirements to measure assets or liabilities at fair value. The new standard is not expected to significantly impact the Group’s financial assets and liabilities that are currently being measured at fair value when it is applied from 1 July 2013.

Healthscpe:

Responsible Body’s Responsibility for the Financial Report

The Responsible Body is responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards and for such internal control as the Responsible Body determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 2, the Responsible Body also states, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB 3 (2008) are recognised at their fair value at the acquisition date, except that:

• deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with AASB 112 Income Taxes and AASB 119 Employee Benefits respectively;
• liabilities or equity instruments related to the replacement by the Reporting Group of an acquiree’s share-based payment awards are measured in accordance with AASB 2 Share-based Payment; and
• assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

Standards and Interpretations in issue not yet adopted

At the date of authorisation of the financial report, the Standards and Interpretations listed below were in issue but not yet effective:

Segment Information

AASB 8 Operating Segments requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. Accordingly the Group has determined the following operating segments

• Hospitals Australia - the management and provision of surgical and non-surgical private hospitals
• Pathology Australia - the provision of pathology services
• Pathology International - the provision of pathology services overseas

Calculate Valuation Ratios:

A valuation ratio is any one of several calculations that determines whether a particular security is cheap or expensive when compared to a certain measure, such as profits or enterprise value. In other words, valuation ratio helps an investor to determine the cost of an investment with respect to the value or benefits of owning that investment.

Valuation ratios are commonly used because they are simple to calculate. Also, it gives a clear idea of the relationship between cost of an investment and the benefit of owning it.

There are many valuation ratios used to determine the worth of investments, with the price earnings (PE) ratio being one of the most popular for public companies. The PE ratio compares the cost of a share to the profits earned by shareholders per share. The comparison between cost and return is direct, so it gives the investor an idea of the worth of his/her investment. There are many variations to the PE ratio where the adjusted earnings, or the diluted earnings, of a company is used to calculate whether the cost and return are commensurate. It can be calculated for a single year or for a period of several years.

Another commonly used valuation ratio is EBITDA, which compares the price of the share with respect to its profits. This EBITDA is adjusted for non-cash items such as interest, tax, depreciation and amortization to arrive at the actual profits earned by the company.

The third type of valuation ratio is the price/book value. This ratio compares the share price to the assets of the company. However, this ratio is applicable only to certain sectors, such as investment trusts, because the assets are calculated based on the accrual principle rather than its real economic worth. The idea behind this price/book ratio is to give investors a sense of the cash flow that their investment is likely to generate.

Despite the popularity of valuation ratios, many experts prefer to use the discounted cash flow model for the purpose of evaluating an investment.

The valuation model for Healthscope inputs for options granted on 3 March 2011 include:

1. exercise price: $11.13
2. share price at time of grant: $11.60
3. expected life: 4.17 years from date of issue
4. share price volatility: 25.8% (based on 3 year historic prices)
5. risk free rate: 5.3%
6. dividend yield: 5.5%

The valuation model inputs for options granted on 10 June 2010 include:

1. exercise price: $10.57
2. share price at time of grant: $10.86
3. expected life: 4.17 years from date of issue
4. share price volatility: 26.9% (based on 3 year historic prices)
5. risk free rate: 5.0%
6. dividend yield: 5.3%

Research and suggest two valuation methods that Sonic Health Care can use in Valuing Healthscope

Asset-Based Approaches

Basically, these business valuation methods total up all the investments in the business. Asset-based business valuations can be done on a going concern or on a liquidation basis.

A going concern asset-based approach lists the business's net balance sheet value of its assets and subtracts the value of its liabilities.

A liquidation asset-based approach determines the net cash that would be received if all assets were sold and liabilities paid off.

Using the asset-based approach to value a sole proprietorship is more difficult. In a corporation, all assets are owned by the company and would normally be included in a sale of the business. Assets in a sole proprietorship exist in the name of the owner and separating assets from business and personal use can be difficult.

For instance, a sole proprietor in a lawn care business may use various pieces of lawn care equipment for both business and personal use. A potential purchaser of the business would need to sort out which assets the owner intends to sell as part of the business.

DCF Analysis

Discounted Cash Flow (DCF) analysis is an intrinsic value approach where an analyst forecasts the business’ unlevered free cash flow into the future and discount it back to today at the firm’s Weighted Average Cost of Captial (WACC).

A DCF analysis is performed by building a financial model in Excel and requires an extensive amount of detail and analysis.  It is the most detailed of the three approaches, requires the most assumptions and often produces the highest value. However, the effort required for preparing a DCF model will also often result in the most accurate valuation. A DCF model allows the analyst to forecast value based on different scenarios, and even perform a sensitivity analysis.

For larger businesses, the DCF value is commonly a sum-of-the-parts analysis, where different business units are modeled individually and added together.

For sample purpose (what the data might look like after the acquisition), merge 2011 financial statements of both the companies and prepare consolidated statements: Balance sheet, Income statement, and Cash Flow.

Details on Excels

Prepare notes to the financial statement as per the AASB requirements and standards

Share based payments

1. Share based payments relating to remuneration

   The Group has several equity-settled share based compensation plans for executives and employees. The fair value of equity remuneration granted under the various plans is recognised as an expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to shares and options (“the vesting period”). Details of the pricing model and the measurement inputs utilised to  determine the fair value of shares and options granted are disclosed in Note 1(q) to the financial statements.

   1. Sonic Healthcare Limited Employee Option Plan

      Options are granted under the Sonic Healthcare Limited Employee Option Plan for no consideration. Options granted are able to be exercised subject to the following vesting periods:

      • Up to 50% may be exercised after 30 months from the date of grant
      • Up to 75% may be exercised after 42 months from the date of grant
      • Up to 100% may be exercised after 54 months from the date of grant

      Options granted under the plan expire after 58 months and carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share. No option holder has any right under the options to participate in any other share issue of the Company or of any other entity.

      The grant of options on 21 November 2008 related to the long term incentive component for the remuneration of Dr C.S. Goldschmidt and C.D. Wilks for the three years ending on 30 June 2011, and have different vesting conditions. The options vest on 22 November 2011 subject to the fulfilment of two separate performance conditions with a 50% weighting for each (that is, 50% of the options were subject to the first performance condition and the other 50% were subject to the second performance condition). Performance condition one required a Compound Average Growth Rate of EPS for the three years ending 30 June 2011 of 10% p.a., which required a 2011 EPS of at least 97.83 cents. This performance condition was not met and the relevant 50% of the total number of options have been forfeited after year end. Under performance condition two, Sonic’s performance was ranked by percentile according to its Total Shareholder Return (TSR) against the TSRs of the companies forming the S&P ASX 100 Accumulation Index, excluding Banks and Resource companies, over the performance period from 1 July 2008 to 30 June 2011. A TSR below the 50th percentile would result in nil options vesting, a TSR of the 50^th percentile will result in 50% of options vesting with a progressive scale of an additional 2% for each percentile increase up to the 75th percentile. A TSR of the 75th percentile and above would result in 100% of the options vesting. Sonic achieved a percentile rank of 65.7% and therefore 81.4% of the relevant options (1,068,375 options) achieved the performance condition. The other 244,125 options were forfeited after year end. The remaining options expire 60 months from the date of issue.

2. Options issued other than in relation to remuneration
   1. Schottdorf Group

      3,000,000 options over unissued ordinary Sonic shares were granted on 1 July 2004 as part of the Schottdorf acquisition consideration. Each option was convertible into one ordinary share as set out below on or before 31 August 2009 at an exercise price of $6.75:

      • Up to 20% could be exercised after 1 July 2005
      • Up to 40% could be exercised after 1 July 2006
      • Up to 60% could be exercised after 1 July 2007
      • Up to 80% could be exercised after 1 July 2008
      • Up to 100% could be exercised after 1 July 2009

      Options granted carried no dividend or voting rights. No option holder had any right under the option to participate in any other issue of the Company or of any other entity. All of the 3,000,000 options were exercised during the year ended 30 June 2010. The weighted average share price at the date of exercise for options in 2010 was $12.20.

   2. Clinical Pathology Laboratories, Inc. (CPL)

      2,000,000 options over unissued ordinary Sonic shares were granted on 15 November 2006. Each option is convertible into one ordinary share as set out below at an exercise price of $13.10:

      • 1,400,000 may be exercised after 1 October 2010, expiring 30 September 2011
      • 300,000 may be exercised after 1 October 2011, expiring 30 September 2012
      • 300,000 may be exercised after 1 October 2012, expiring 30 September 2013

      Options granted carry no dividend or voting rights. No option holder has any right under the option to participate in any other issue of the Company or of any other entity. All of the 2,000,000 options remain unexercised as at the date of this report. The weighted average remaining contractual life of options outstanding at the end of the year was 0.7 years (2010: 1.7 years).

   3. Medica Laboratory Group

      1,000,000 options over unissued ordinary Sonic shares were granted on 13 August 2007 as part of the Medica acquisition consideration. Each option is convertible into one ordinary share as set out below on or before 30 September 2012 at an exercise price of $13.00 or, where the closing market share price for Sonic’s shares on 30 May 2012 is less than $15.00, $2.00 less than the closing price on that day.

      1. Up to 20% may be exercised after 30 May 2008
      2. Up to 40% may be exercised after 30 May 2009
      3. Up to 60% may be exercised after 30 May 2010
      4. Up to 80% may be exercised after 30 May 2011
      5. Up to 100% may be exercised after 30 May 2012

      Options granted carry no dividend or voting rights. No option holder has any right under the option to participate in any other issue of the Company or of any other entity. All of the 1,000,000 options remain unexercised as at the date of this report. The weighted average remaining contractual life of options outstanding at the end of the year was 1.3 years (2010: 2.3 years).

Research and identify possible taxation implications of acquisition for Sonic Health Care (based on the consolidated statement)

There are several different ways that companies may reduce taxes through a merger or acquisition, and tax benefits can accrue at both the corporate and the shareholder levels. However, in some cases the tax benefits from a corporate combination are also available by other means, and such benefits should not be attributed to the merger process alone.

Empirical Findings

To evaluate the magnitude of the tax benefits from mergers and acquisitions, we compiled a sample of large mergers and acquisitions that occurred between 1968 and 1983. Our collection method and public data sources are described in our earlier study (Auerbach and Reishus 1986). Most of our observations fell between the mid-1970s and 1982. Much of what we say below must be tempered by the fact that we have not yet focused on the very recent wave of merger activity, for which data have only recently become available.

In our sample of 318 mergers and acquisitions, the average capitalized value of the acquiring company (before the acquisition) was just under $2 billion, with the acquired companies having an average capitalization of just over $200 million. There was relatively little difference in financial structure between the two groups, with the ratio of long-term debt to long-term debt plus equity (at market value) averaging 29.7 percent for acquiring firms and 27.4 percent for those acquired.

A majority of the firms in the sample are in manufacturing: 65 percent of the targets and 74 percent of the parents. Of the remaining companies, 23 firms in energy and mining explorations were acquired, 10 of them by companies in the same industry. Only 1 company in energy and mining acquired a company outside the industry. Likewise in the transportation industry, where there were 19 parents and 21 targets, 13 of the mergers involved 2 firms in the industry. The same general pattern was observed in the financial industry, where, of the 16 acquired companies and 16 acquiring companies, 10 were matched.

Shareholder Taxation

Shareholders of an acquired corporation can receive many forms of payment when they sell their shares as part of a merger or acquisition. Such receipts may be deemed taxable or nontaxable. If they are taxable, then the shareholders must pay capital gains taxes on their gain over basis. If they are not taxable, then shareholders need pay no taxes until they sell the shares in the acquiring company that they receive as payment. The latter treatment is clearly preferable to the former from the perspective of the acquired firm’s shareholders.

It may also represent a net gain to shareholders relative to the no-takeover situation; they may be less likely to sell their shares in the new company and incur capital gains taxes than they would have been had no acquisition occurred. For example, if a small company is bought out by a large, diversified one, major shareholders in the acquired firm would have less need to sell some of their holdings to obtain portfolio diversification.

In exchange for the benefits obtained through avoidance of capital gains taxes, there are costs. To avoid taxes at the individual level, the corporate combination must qualify as a reorganization; that places certain restrictions on the transaction. Among the most important are that the consideration paid to shareholders in the acquired company be voting stock, and that the acquired corporation’s tax attributes be taken over by the acquiring company. This severely restricts the ability of the acquiring company to use cash in the acquisition process, or to obtain the tax advantages associated with stepping up asset bases of the acquired company’s assets. We discuss the latter problem further on.

Indeed, the use of cash might be attractive to the acquiring firm for several reasons. First, there is a nontax advantage to

Create graphs to show Sonic Health Care’s key financial positions before and after consolidation

Reference:

https://investors.sonichealthcare.com/FormBuilder/_Resource/_module/T8Ln_c4ibUqyFnnNe9zNRA/docs/Announcements/2453/annual-report-2011-incl-detailed-financial-report.pdf

http://healthscope.com.au/application/files/5714/5205/7185/HSP_Notes_Half_Year_Accounts_31_Dec_13_FINAL_signed.pdf

https://www.divestopedia.com/definition/5335/valuation-ratio

https://www.thebalance.com/business-valuation-methods-2948478

https://www.sigfig.com/site/#/wikinvest-migration