WHEN TO CONSOLIDATE
AND
HOW TO FAIR VALUE
Presented by
Kashif Zafar
Di
Director
t – KPMG
KPMG I NTERNATIONAL S TANDARDS G ROUP
F OR I NTERNAL U SE O NLY
Agenda
Introduction
Red Flag 1: Potential Voting Rights
Red Flag 2: De Facto Control
Red Flag 3: Supplier Relationships
g 4: Structured Entities
Red Flag
Red Flag 5: Disclosures
Conclusion
1) Explain how to assess potential voting rights.
Learning
objectives
2) Identify key factors in assessing de facto
By completing this module,
power.
you will be able to:
3) Explain how supplier relationships can lead
to control.
4)) Identify
y keyy factors in assessing
g whether an
investee is a structured entity.
5) Describe the new disclosure requirements.
Why is consolidation relevant?
• Outside of financial sector, probably no changes in
consolidation conclusion in most cases.
• But there are some key areas to watch for in the
minority of cases – you also need to assess whether
previous conclusions remain valid
valid.
• Model contains fewer bright lines and the use of
professional judgement is essential.
• Red flags identified based on discussions with DPPs /
engagement teams to date.
Old vs new requirements
2008
standards
Exemptions from
f
preparing
consolidated financial
statements
Determination of investees
to be consolidated
Consolidation procedures
IFRS 10
Similar requirements
IAS 27
control model
SIC-12
R&R model
New single
control model
Similar requirements
The model in one slide
Power
Exposure
p
to
variability
in returns
Link between
power and
returns
Consolidation
To have power, it is necessary for investor to have existing rights that give it
current ability to direct activities that significantly affect investee
investee’ss returns
(i.e. the relevant activities).
Power over relevant activities: Gating question
Voting rights are relevant
Rights other than voting
rights are relevant
Majority of voting rights
Less than a majority
Consider…
Consider…
Consider…
■ Rights held by others
■ Agreements with other
vote holders
■ Purpose and design
■ Other contractual
agreements
■ Potential voting rights
■ De facto power
■ Evidence of practical
ability to direct
■ Special relationships
■ Exposure to variability
of returns
Consider only substantive rights
Agenda
•Introduction
•Red Flag 1: Potential Voting Rights
•Red Flag 2: De Facto Control
•Red Flag 3: Supplier Relationships
•Red Flagg 4: Structured Entities
•Red Flag 5: Disclosures
•Conclusion
Potential voting rights
– Y has option to purchase further
20% voting rights in Coffee Co
from Java Group.
Group
– Option is currently exercisable.
– Option is currently in the money.
– If Y exercises option, it must sell
its stake in Cuppa
pp Ltd ((which is
unrelated to Java Group) due to
anti-competition rules.
pp Ltd p
– Cuppa
provides 3x return on
investment compared to Coffee
Co.
Q1: Who should consolidate Coffee Co?
Java
Group
Y
40%
Coffee Co
60%
Assessing potential voting rights
• Whether potential voting rights are currently
exercisable is not necessarily
y determinative and in
some cases may not be a necessary condition.
• Whether those rights are substantive is key:
•
•
•
•
Barriers that prevent holder from exercising.
exercising
Whether several parties need to agree.
How holder would benefit from exercise.
Purpose and design of potential voting rights
rights.
Agenda
•Introduction
•Red Flag 1: Potential Voting Rights
•Red Flag 2: De Facto Control
•Red Flag 3: Supplier Relationships
•Red Flagg 4: Structured Entities
•Red Flag 5: Disclosures
•Conclusion
De facto control
– There are no contractual
arrangements that exist
between shareholders of the
widely held interest (the 50%).
– Shareholder X has historically
voted
t d in
i line
li with
ith JJava G
Group.
– All substantive decisions need
majority approval.
Java
Group
X
Q2: Does Java Group control Espresso Co?
10%
40%
Espresso Co
Man
y
50%
Does your conclusion change?
• WHAT IF?
Java Group has currently
exercisable potential voting rights to
purchase X’s 10% voting
p
g rights.
g
• WHAT IF?
• Total shareholder meeting
attendance is usually 75%.
When de facto control may exist
• Investor considers all facts and circumstances
• STEP 1
Size of voting
rights compared
to others
• Potential
voting rights
Other contractual
arrangements
Not
conclusive
• Consider additional facts and circumstances
• STEP 2
Number of
active voters
at previous
meetings
Evidence of
power
Special
relationships
Level of
exposure to
variable
returns
Not clear
The investor does not consolidate
Agenda
•Introduction
•Red Flag 1: Potential Voting Rights
•Red Flag 2: De Facto Control
•Red Flag 3: Supplier Relationships
•Red Flagg 4: Structured Entities
•Red Flag 5: Disclosures
•Conclusion
Supplier relationships
– Bean Co, an entity controlled by voting rights, is a
Coffee
coffee bean producer in Ethiopia.
Co
– Coffee
C ff C
Co h
has d
developed
l
d a new coffee
ff plant
l t proven
to grow beans with long-lasting freshness.
Supplier
– Under a 10-year non-cancellable licence, Bean Co 30%
will grow coffee beans according to Coffee Co’s
programme.
– Bean Co:
Bean Co
•
•
•
•
•
Does not have capacity to grow any other coffee plants.
Has a Coffee Co manager supervising the growing season.
Grows beans according to Coffee Co’s specifications.
Sells substantially all of its production to Coffee Co.
Does not have its own Research & Development function.
Q3: Should Coffee Co consolidate Bean Co?
When supplier relationships are considered
Of itself, economic dependence of a supplier on a customer ≠
consolidation. But ...
• Power to direct the relevant activities.
• Other contractual agreements.
• Exposure to variable returns.
Agenda
•Introduction
•Red Flag 1: Potential Voting Rights
•Red Flag 2: De Facto Control
•Red Flag 3: Supplier Relationships
•Red Flagg 4: Structured Entities
•Red Flag 5: Disclosures
•Conclusion
From SICSIC-12 ... to IFRS 10
• SIC-12 tests
• Activities on behalf of the
entity according to business
needs
needs.
• Entity has decision-making
powers to obtain the majority
of the benefits.
• Has rights to benefits and is
exposed to risks.
• Retains majority of residual or
ownership
hi risks.
i k
• IFRS 10 factors
• Purpose and design.
• Evidence of practical ability to
direct
direct.
• Special relationships.
• Exposure to variability in
returns
returns.
Involvement with structured entities
– Espresso Co has decided to start
operating partly through a franchise
network
network.
– To help start operations, a structured
entity is nominally capitalised (Lend Co
h no reall equity),
has
it ) 80% b
by B
Bank
k and
d
20% by Espresso Co, and debt financed
by Bank.
– Lend Co provides loans to franchisees
based on their business needs as
determined by Espresso Co.
– Bank services the loans on a day-to-day
basis.
Q4: Who consolidates Lend Co?
Espresso
Co
20%
Bank
80%
Lend Co
Espress1
Espress2
When rights other than voting rights are relevant
• Purpose and design
• Evidence of practical ability to direct
– Involvement and decisions made at
i
inception.
ti
– Appointing key management
personnell (KMP)
(KMP).
– Contractual arrangements.
– Directing investee to enter into
significant transactions for
i
investor’s
t ’ b
benefit.
fit
– Investor
Investor’ss commitment to continued
operation of investee.
• Special relationships
– Investee’s KMP are current or
previous employees.
– Investee’s operations depend on
investor (funding, technology etc).
– Disproportionate exposure to
returns compared to voting rights.
• Exposure to variability of returns
– Relative exposure to variability of
returns due to investor’s
involvement in investee
investee.
Agenda
•Introduction
•Red Flag 1: Potential Voting Rights
•Red Flag 2: De Facto Control
•Red Flag 3: Supplier Relationships
•Red Flagg 4: Structured Entities
•Red Flag 5: Disclosures
•Conclusion
IFRS 12 might be challenging
• Interests in subsidiaries.
• Disclosures are much
broader.
• Interests in joint arrangements
and
a
d assoc
associates.
ates
• Interests in unconsolidated
structured entities
entities.
Consider increased disclosures and
whether systems are designed to
provide such information.
Agenda
•Introduction
•Red Flag 1: Potential Voting Rights
•Red Flag 2: De Facto Control
•Red Flag 3: Supplier Relationships
•Red Flagg 4: Structured Entities
•Red Flag 5: Disclosures
•Conclusion
Overview of the red flags
IAS 27 / SIC-12
IFRS 10/ 12
Potential voting rights
Currently exercisable
Substantive
D ffacto
De
t control
t l
P li election
Policy
l ti
B i ffor control
Basis
t l
Supplier relationships
Ownership benefits
(narrow)
Returns
(broad)
Structured entities
SIC-12 tests (SPEs)
Broader analysis
Disclosures
Limited
Might be more challenging
Key points to remember!
– Substantive rights are key.
– Control may be achieved with less
th a majority
than
j it off voting
ti rights.
i ht
– Certain relationships could give
power.
– Existing structured entities need to
be re-assessed and the analysis is
different than under SIC-12.
– Don’t underestimate the
disclosures required under IFRS
12.
JOINTLY CONTROLLED OPERATIONS
AND
JOINT VENTURES
KPMG I NTERNATIONAL S TANDARDS G ROUP
F OR I NTERNAL U SE O NLY
Agenda
•Introduction
•Point 1: Separate Vehicle
•Point 2: Unlimited Liability Vehicles
•Point 3: Obligations for Liabilities
•Point 4: Other Facts and Circumstances
•Point 5: Disclosures
•Conclusion
1) Explain what constitutes a ‘separate vehicle’.
2) Describeobjectives
situations in which the parties have rights to
Learning
the assets / obligation for the liabilities of the joint
By completing
this module,
arrangement.
you will be able to:
3) Describe situations in which the parties have rights to
the assets and obligations for the liabilities of the joint
arrangement.
4) Describe situations in which the contractual
arrangement reverse or modify the rights and
obligations conferred by the legal form of the separate
vehicle.
vehicle
5) Explain when ‘other facts and circumstances’ drive
classification as a joint operation.
6) Describe the new disclosure requirements.
Why are we discussing this topic?
– Lots of publicity about proportionate consolidation being
‘dead’.
– Key
K question
ti becomes
b
under
d what
h t circumstances
i
t
a jjoint
i t
operation exists.
– To answer that, need to understand some of the key points in
the analysis that apply across all sectors.
– Areas identified based on discussions with DPPs /
engagement
g g
teams to date.
Old vs new requirements
IAS 31
Line-by-line
accounting
Choice:
equity
accounting or
proportionate
consolidation
IFRS 11
JCO/
JCA
JCE
No separate vehicle
A separate vehicle, but
separation overcome
byy form,, contract or
other facts and
Separate
vehicle
circumstances
A separate vehicle with
separation maintained
JO
JV
Line-by-line
accounting
accou
go
of
the
underlying
assets and
liabilities
Equity
accounting
Joint venture vs joint operation
1
• Structure
• Is the arrangement structured through a vehicle
that is separate from the parties?
N
2
• Legal form
• Does the legal form of the vehicle give the parties rights to the
assets and obligations for the liabilities of the arrangement?
Y
N
3
• Contractual
arrangement
• Do the contractual arrangements give the parties rights to the
assets and obligations for the liabilities of the arrangement?
Y
N
4
• Other facts
and
circumstances
• Do the parties have rights to substantially all the economic
benefits of the assets of arrangement?
Y
Does the arrangement depend on the parties on a continuous
basis for settling its liabilities?
N
Joint Venture
Jo
oint Operattion
Y
Agenda
•Introduction
•Point 1: Separate Vehicle
•Point 2: Unlimited Liability Vehicles
•Point 3: Obligations for Liabilities
•Point 4: Other Facts and Circumstances
•Point 5: Disclosures
•Conclusion
IFRS 11: Separate vehicle
1
Structure
Is the arrangement structured through a vehicle
that is separate from the parties?
Y
More questions…
N
Joint Operration
J
“A joint arrangement that is not structured through
a separate vehicle is a joint operation.”
Mini--case 1: Separate vehicle
Mini
1
Entities by
y
statute
Accounting
records
Operating segment
Bank
account
Circumscribed
Ci
ib d
area of business
Q1: Which of these examples is a separate vehicle?
Solution: Separate vehicle
1
Entities by
statute
Accounting
records
Bank
B
k
account
Circumscribed
area of business
Operating segment
Learning points:
• A ‘separately identifiable financial structure, including entities recognised by statute,
regardless of having legal personality’.
• Needs at least some sort of legal form.
Agenda
•Introduction
•Point 1: Separate Vehicle
•Point 2: Unlimited Liability Vehicles
•Point 3: Obligations for Liabilities
•Point 4: Other Facts and Circumstances
•Point 5: Disclosures
•Conclusion
IFRS 11: Legal form
2
Legal form
Does the legal form of the vehicle give the parties rights to the
assets and obligations for the liabilities of the arrangement?
N
More questions…
Y
Joint Operration
J
“A joint operation is a joint arrangement whereby the parties
that have joint control have rights to the assets,
and obligations for the liabilities
liabilities, relating to the arrangement
arrangement.”
Mini--case 2: Legal form
Mini
A and B set up
Unlimited Co.
A and B have
unlimited liability for
the liabilities of
Unlimited Co.
2
Partner
A
Partner
B
50% equity
interest
50% equity
interest
Unlimited Co:
separate legal
personality
Q2: Does the legal form of the arrangement give the parties rights to the
assets and obligations for the liabilities of the arrangement?
Solution: Legal form
Answer: No.
Learning points:
■ The separate vehicle has a separate legal personality and therefore a
primary obligation for its liabilities.
liabilities
■ The unlimited nature of the parties is essentially a guarantee and this
does not cause the arrangement to be a joint operation.
■ Rights to the assets are also required for joint operation classification.
2
Agenda
•Introduction
•Point 1: Separate Vehicle
•Point 2: Unlimited Liability Vehicles
•Point 3: Obligations for Liabilities
•Point 4: Other Facts and Circumstances
•Point 5: Disclosures
•Conclusion
IFRS 11: Contractual arrangements
3 Contractual
arrangement
Do contractual arrangements give the parties rights to the
assets and obligations for the liabilities of the arrangement?
N
More questions…
Y
Joint Operration
J
“…the parties use the contractual arrangement to reverse or modify the rights and
obligations conferred by the legal form of the separate vehicle.”
Mini--case 3: Contractual arrangements
Mini
A and B each sell
their defence
contracting
b i
businesses
tto a
new, jointly
controlled, legally
separate vehicle
vehicle,
Defence Co, for
fair value.
Defence Co funds
the payment with
bank debt
g
yA
guaranteed by
and B.
Partner
A
50%
equity
interest
3
Guarantee
Bank
Loan
Partner
B
50%
equity
interest
Defence Co
Q3: Do the contractual arrangements give A and B rights to the assets
and obligations for the liabilities of the arrangement?
Solution: Contractual arrangement
Answer: No.
Learning points:
■ A guarantee does not, in itself, determine that the parties have
obligations for the liabilities of a separate vehicle
vehicle.
■ In this example, the recourse of the bank to the parties is only in the
event of a default of the loan by Defence Co.
■ Only a primary, not a secondary obligation, would meet the ‘obligation
for the liabilities’ criterion.
■ Rights to the assets are also required for joint operation classification.
classification
3
Agenda
•Introduction
•Point 1: Separate Vehicle
•Point 2: Unlimited Liability Vehicles
•Point 3: Obligations for Liabilities
•Point 4: Other Facts and Circumstances
•Point 5: Disclosures
•Conclusion
4
• Other facts
and
circumstances
• Do the parties have rights to substantially all the economic
benefits of the assets of arrangement?
Y
Does the arrangement depend on the parties on a continuous
basis for settling its liabilities?
N
Joint Venture
Joint Operration
J
IFRS 11: Other facts and circumstances
IFRS 11: Other facts and circumstances
Asset side
+
JA must give parties rights
to substantially all
economic benefits relating
to arrangement
(
(asset
t side).
id )
Liability side
4
=
JA must cause
arrangement to depend on
parties on a continuous
basis for settling its
li biliti (liability
liabilities
(li bilit side).
id )
Joint
Operation
Mini--case 4: Other facts and circumstances
Mini
4
Contracted to purchase
output – 50/50
JA Partner 1
50% equity
interest
JA Partner 2
Cost price
Cost price
50% equity
interest
Joint Arrangement No access to external funding
Q4: Do the parties have rights to substantially all the economic benefits
of the assets; does the arrangement depend on the parties for
settling its liabilities?
Solution: Other facts and circumstances
4
Answer: Yes.
Learning points:
■ The parties have contractual rights to all of the output and therefore
have rights to substantially all economic benefits of the assets; and
■ The parties have an obligation for the arrangement’s liabilities, as there
is exclusive dependence on the parties (payment for output) for the
generation
ti off cash
h flows.
fl
Agenda
•Introduction
•Point 1: Separate Vehicle
•Point 2: Unlimited Liability Vehicles
•Point 3: Obligations for Liabilities
•Point 4: Other Facts and Circumstances
•Point 5: Disclosures
•Conclusion
IFRS 12 might be challenging
• Significant judgements / assumptions
– In determining joint control over
another
th entity.
tit
– In determining classification of joint
arrangements in separate vehicles.
• Summarised financial information
– Several new line items required.
– Amounts in investee’s financial
statements adjusted to reflect
group measures.
– Reconciliation to investor’s financial
statements.
• Specific requirements
– Name / place of business.
– Relationship with investor.
– Proportion owned.
– Accounting model.
• Aggregation
– Possible aggregation of similar
entities, but JVs and associates
can’tt be aggregated
can
aggregated.
Agenda
•Introduction
•Point 1: Separate Vehicle
•Point 2: Unlimited Liability Vehicles
•Point 3: Obligations for Liabilities
•Point 4: Other Facts and Circumstances
•Point 5: Disclosures
•Conclusion
Key points to remember!
– A ‘separate vehicle’ needs to have
at least some sort of legal form.
– Joint
J i t operation
ti classification
l
ifi ti
requires direct rights to the assets
and direct obligation (primary
obligation)
bli ti ) ffor th
the liliabilities.
biliti
– In spite of legal form and
contractual arrangements, certain
facts and circumstances may result
in joint operation classification.
– Don’t underestimate the
disclosures required under IFRS
12.
Fair Value: One Size Fits All?
KPMG I NTERNATIONAL S TANDARDS G ROUP
F OR I NTERNAL U SE O NLY
Agenda
•Introduction
•Scope and FV Definition
•Selected Application Issues
•Conclusion
Learning objectives
By completing
this module,
1) Describe
the nature
you will be able to:
and scope of IFRS 13.
2) Explain the implications of IFRS 13’s FV definition.
3) Identify changes from current practice.
4) Apply IFRS 13 to selected issues.
Why are we discussing this topic?
– IFRS 13 is pervasive and impacts most IFRSs that require or permit
FV measurement or disclosure.
– IFRS 13 introduces new and changed guidance for measuring FV
and related disclosure requirements. New or changed guidance that
is addressed in this module includes:
• Changed FV definition, including:
– Exit price and transfer notion.
• New guidance on:
– Unit of valuation.
valuation
– Valuation adjustments.
– Valuation premise for non-financial assets.
– Significant decrease in volume or level of activity.
Background
Why
 Consolidate FV measurement
guidance into single
g
g standard.
 Increase convergence with
US GAAP.
What
 Defines FV.
 Sets out single framework for
FV measurement.
 Requires
R
i
specific
ifi FV
measurement disclosures.
When
 Annual periods beginning on
or after 1 January 2013.
 Early application permitted.
Agenda
•Introduction
•Scope and FV Definition
•Selected Application Issues
•Conclusion
Which of these is in the scope of IFRS 13?
Item
Interest rate
swap
In scope of FV
measurement requirements
In scope of FV
disclosure requirements
Y: Initial and subsequent
measurement
Y: Subsequent FV
measurement
Y: Initial measurement and
FV disclosure
Y: FV disclosure
Property plant
and equipment
Y: Subsequent measurement
based on revaluation model
N: Subsequent measurement
based on cost model
Y: Subsequent measurement
based on revaluation model
N: Subsequent measurement
based on cost model
Revenue
Y: Measurement of revenue
N: Item not recognised in the
statement of financial position
Investment
property
t
(cost model)
Y FV disclosure
Y:
disclos re
Y FV disclosure
Y:
di l
Loan measured
at a
amortised
o t sed
cost
Oth
her IFRS permits
s /require
es?
General IFRS 13 requirements on scope
Initial
measurement
(based on) FV
Subsequent
measurement
(based on) FV
Disclosure about
measurement
(based on) FV
Apply IFRS 13
FV
measurement
requirements
if not explicitly
scoped out
Apply IFRS 13
disclosure
requirements
if not explicitly
scoped out
Implications of IFRS 13’s FV definition
The amount for which an asset could be exchanged, or a
liability settled, between knowledgeable, willing parties
in an arm’s length transaction.
Pre
IFRS 13
The price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market
participants at the measurement date.
IFRS 13
 Exit p
price notion
 Liabilities: transfer vs settlement
 Market participant vs entity specific measurement
 Measurement date
Agenda
•Introduction
•Scope and FV Definition
•Selected Application Issues
•Conclusion
Unit of account and unit of valuation
Is the unit of valuation provided in IFRS
13?
No
Determine unit of account in accordance
with IFRS that requires or permits FV
measurement
Unit of valuation = unit of account
Yes
NEW
Unit of valuation may
be different from unit
of account
Premiums, discounts and blockage factors
No
Is premium or discount consistent with unit of
account?
NEW
Premium or
discount not
permitted
Yes
Is unit of account aggregation of identical
individual assets/liabilities?
Yes
Is a Level 1 input
p available for the
individual asset/liability?
Yes
Application
issue
No
No
Yes
e.g.
Bl k
Blockage
factors
Is a Level 1 input
p available for unit of
account?
No
Premium or discount
may be allowed
Highest and best use of a nonnon-financial asset
Do market or other factors suggest that different
use by market participant maximises asset’s value?
Yes
Identify other uses that are physically possible, legally
permissible AND financially feasible either on:
 Stand-alone basis; or
 In
I combination
bi ti with
ith other
th assets
t or assets
t and
d
liabilities.
Measure FV based on use that maximises the asset’s
value = highest and best use.
No
NEW
FV is based on
asset’s current use.
Significant decrease in volume or level of activity and transactions that are not orderly
Area of
Factors that may indicate significant decrease in
judgement
volume or level of activity include, for example:
 Few recent transactions;
 Quoted price not based on current information; or
 Quoted prices vary substantially over time or among market makers.
IIn case off a significant
i ifi
td
decrease iin volume
l
or level
l
l off activity,
ti it ffurther
th analysis
l i
of transactions or quoted prices is needed.
Circumstances that may indicate that a transaction is not orderly include e.g.:
 Inadequate exposure to allow usual and customary marketing activities
 Seller is near bankruptcy
p y or receivership.
p
Od l
Orderly...
N t orderly...
Not
d l
Not known
to be orderly...
NEW
Transactions that are (not) orderly
NEW
Nature of transaction
Weight placed on transaction price
Depends on, for example:
...Orderly
 Volume
 Comparability to item being measured and
 Proximity to measurement date
...Not orderly
Little if any weight
...Not known to be
orderly
Less weight than on those known as orderly
Sufficient information may not be available to
determine whether a transaction is orderly if entity
is NOT party to transaction.
Area of
judgement
Mini--case: Valuation techniques
Mini
To measure the FV of CGU X, the following valuation
techniques are available to Company Z:
a))
b)
c)
EBITDA multiple; multiple is based on EBITDA and enterprise value off listed
entities that have businesses similar to CGU X.
Based on the recent sale price for a business similar to CGU X.
Discounted estimated cash flows for the next five years with a terminal value.
Q: Arrange
g the valuation techniques in the order of appropriateness
for FV measurement purposes.
Mini--case solution 3: Valuation techniques
Mini
Q3: Arrange the valuation techniques in the
order of appropriateness for FV
measurement purposes.
It depends
Valuation techniques are selected based on:
their appropriateness in the circumstances,
availability of sufficient data to measure FV, and
maximisation of relevant observable inputs.
Depending
p
g on the circumstances the use of a single
g or multiple
p valuation
technique(s) may be appropriate.
Whether an EBITDA multiple or sales price of a similar business is an
observable input depends on adequate disclosure of purchase price and
operating data as well as the necessity for adjustment of differences.
Valuation based on discounted cash flows is not based on observable
inputs.
Agenda
•Introduction
•Scope and FV Definition
•Selected Application Issues
•Conclusion
Key points to remember!
– New requirements and principles
introduced have a broad scope.
– Highest
g
and best use of a non-financial
asset should be consistent with a market
participant’s view.
– Use valuation technique that maximises
use of observable inputs
inputs.
Agenda
CONTACT DETAILS
Kashif Zafar
Director, Audit
KPMG Al Fozan & Al Sadhan
[email protected]