Groups: Revision and update Flashcards
Groups: Shareholding types and accounting implications
1. Control
Subsidiary
Consolidation
2. Significant influence
Associate
Equity accounting
3. Joint control
Joint venture
Equity accounting
4. Held for wealth accretion
Trade investment
Financial asset
Groups: Control (i.e. subsidiaries)
Per IFRS 10 Consolidated Financial Statements, group accounts are required when
one entity has control over another entity.
Control is presumed to exist when the parent owns > 50% of the voting
power of an entity.
IFRS 10 Consolidated Financial Statements states that ‘an investor controls an
investee if and only if the investor has all the following:
(a) power over the investee […]
(b) exposure, or rights, to variable returns from its involvement with the
investee […], and
(c) the ability to use its power over the investee to affect the amount of the
investor’s returns.’ (IFRS 10, para 7)
Power is defined as existing rights that ‘give the current ability to direct the
relevant activities, i.e. the activities that significantly affect the investee’s
returns.’ (IFRS 10, para 10)
If control exists, then consolidated financial statements should be prepared showing
the results of the parent and all its subsidiaries as a single entity.
Investors should consider:
whether they exercise the majority of votes
rights to appoint a majority of directors
agreements with other investors
a contract giving control over the key activities of the investee
whether other shareholdings are dispersed
whether they hold potential voting rights resulting from convertible
debt or options that are currently capable of being exercised. The
holder must have the practical ability to exercise the right (i.e.
funds must be available) for the rights to be considered
Groups: 1.2 Significant influence (I.e. associates)
IAS 28 Investments in Associates and Joint Ventures defines significant
influence as ‘the power to participate in the financial and operating
policy decisions of the investee but is not control or joint control
of those policies.’ (IAS 28, para 3)
Significant influence is presumed to exist if an investor holds 20% or more of the
voting power of the investee, unless it can be clearly shown that this is not the case.
However, the existence of significant influence can also be evidenced in other ways:
(a) ‘representation on the board of directors or equivalent governing body of
the investee
(b) participation in policy-making processes, including participation in
decisions about dividends or other distributions
(c) material transactions between the entity and its investee
(d) interchange of managerial personnel, or
(e) provision of essential technical information.’ (IAS 28, para 6)
Groups: 1.3 Joint control (i.e. joint ventures)
‘Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant
activities require the unanimous consent of the parties sharing
control.’ (IFRS 11, para 7
Groups: 1.3 Joint control 1.4 Exemptions from preparing group accounts
A parent is exempt from preparing group financial statements ‘if it meets all the following conditions:
- it is a wholly-owned subsidiary or is a partially-owned subsidiary of another entity and all 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
- its debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-thecounter market, including local and regional markets)
- it 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
- its ultimate or any intermediate parent produces financial statements that are available for public use and comply with IFRSs, in which subsidiaries are consolidated or are measured at fair value through profit or loss in accordance with this IFRS.’ (IFRS 10, para 4)
A parent that does not present consolidated financial statements must comply with the IAS 27 Separate Financial Statements rules. Although a parent may not have to prepare consolidated financial statements, it may wish to provide qualitative information about the nature and size of ownership of unconsolidated subsidiaries as this could be beneficial to the users of the financial statements.
1. Parent consilidates
2. Private company
Groups: 1.5 Other matters
Where one or more subsidiaries prepare accounts to a different
reporting date from the parent and the bulk of other subsidiaries in the
group:
For consolidation purposes the subsidiary may prepare additional
statements to the reporting date of the rest of the group.
Or, if this is not possible, the subsidiary’s accounts may still be
used for consolidation provided that the gap between the reporting
dates is three months or less and that adjustments are made for
the effects of significant transactions or other events that occur
between that date and the parent’s reporting date.
Uniform accounting policies should be used by all entities in the group.
Groups: Consolidated statement of financial
position
Goodwill (W3) X
Investments in associates X
Assets (100% P + 100% S) X
––––
Total assets X
––––
Equity
Share capital (P only) X
Retained earnings (W5) X
Non-controlling interest (W4) X
––––
X
Liabilities (100% P + 100% S) X
––––
Equity and liabilities X
–––
Groups (Consol): 2.1 Standard workings
(W1) Group structure
(W2) Net assets of the subsidiary
(W3) Goodwill
(W4) Non-controlling interest
(W5) Group retained earnings
(W6) Group reserves
Groups: (W2) Net assets of the subsidiary
@ period end @ acquisition post-acquisition
Share capital x x
Share premium x x
Revaluation surplus x x x (W6)
Retained earnings x x x (W5)
––– –––
x x
(W4) (W3)
Groups: (W4) Non-controlling interest
Fair value approach:
FV NCI at acquisition X
NCI % of post-acquisition RE and reserves (W2) X
NCI share of goodwill impairment (X)
–––
X
–––
Share of net assets/proportionate approach:
NCI % × S’s NAs @ y/e (W2) X
Groups: (W3) Goodwill
Fair value of consideration X
NCI at acquisition (FV or share of NA) X
S’s NA at acquisition (W2) (X)
–––
Goodwill at acquisition X
Impairments (X)
–––
Carrying amount of goodwill X
–––
Note: If there is a gain on bargain purchase, this is immediately credited to the
consolidated profit or loss.
Groups: (W5) Group retained earnings
100% P’s RE X
P’s % × S’s post-acquisition RE (W2) X
Impairment of goodwill (if FV approach only deduct P’s share) (X)
Gain on bargain purchase X
–––
X
Groups: (W6) Group reserves
100% P’s reserves X
P’s % × S’s post-acquisition reserves (W2) X
–––
X
Groups: 2.2 Intra-group adjustments
At the year-end, current accounts may not agree, owing to the existence of in transit items such as cash or goods in transit. The usual rules are as follows:
Make the consolidation adjustment to the statement of financial position of the recipient, as if the in transit item had been received before year end:
– cash in transit adjusting entry:
Dr Cash
Cr Receivables current account
– goods in transit adjusting entry:
Dr Inventory
Cr Payables current account
(This adjustment is for the purpose of consolidation only. Once in agreement, the receivable and payable should be cancelled as for intra-group loans. Cancel the receivable in one company with the payable in the other.)
Pretend everything moves instantaniously
Groups: Mid-year acquisitions
You may not be given the subsidiary’s reserves at acquisition. In which case
you will need to pro-rate S’s profit for the year and either add it to the opening
reserves or subtract from the year end reserves.
Just pro rate profit (reasonable thing to do anyway)
Groups: Unrealised profits – ‘PURP’ adjustments: Inventory
- Calculate profit included in closing inventory:
– Determine the value of closing inventory purchased from another company in the group.
– Use mark-up/margin to calculate how much of that value represents profit earned by the selling company. - Adjust profit of the seller
P selling to S:
Dr P’s retained earnings (W5)
Cr Group inventory (on CSFP)
S selling to P:
Dr S’s retained earnings (W2)
Cr Group inventory (on CSFP)
Just remove unrealised profit via retained earlings & inventory
Groups: Unrealised profits – ‘PURP’ adjustments: PPE
If PPE sold between group members, adjust to reflect situation if transfer had not occurred:
- no profit on the sale
- depreciation based on the original cost of the asset to the group.
Work out the PURP:
Carrying Amount of NCA at y/e after transfer X
Carrying Amount at y/e if transfer had not taken place (X)
–––
Non-current asset PURP X
–––
Consolidation adjustment:
P → (W5) Dr RE of seller
S → (W2) Cr NCA on CSFP
Because it’s a PURP the adjustment has to be with retained eranings
Groups: Unrealised profits – ‘PURP’ adjustments: 2.3 Fair value of net assets
IFRS 3 Business Combinations requires that the acquirer should
recognise:
the identifiable assets, liabilities and contingent liabilities of the
acquire:
at fair value
at the date of acquisition.
Groups: Unrealised profits – ‘PURP’ adjustments: 2.3 Fair value of net assets To process a fair value adjustment in a consolidation question
To process a fair value adjustment in a consolidation question, you must consider the
impact both at the acquisition date and the reporting date in (W2)
.
At acquisition, put an adjustment into the net asset working (W2) to bring the
net assets to fair value (affecting the goodwill working).
At the reporting date account on both the face of the CSFP and in the net
assets working (W2) (affecting the NCI working)
Groups: Unrealised profits – ‘PURP’ adjustments: 2.4 Adjustments to provisional fair values of the subsidiary’s net assets
12m? Retrospectively. More? Prospectively.
(Ideally the fair value of net assets will be ascertained by the first year
end after the acquisition. In practise this may not be possible, e.g. if the acquisition is in the last
month of the year. IFRS 3 Business Combinations allows the use of provisional fair values.)
Any adjustments to those provisional fair values will be dealt with differently depending on whether the adjustments are made in the measurement period or not:
- If the adjustments are made within the measurement period (less than 12 months from the acquisition date)
An adjustment is made retrospectively and goodwill is recalculated. - If the adjustments are made outside of the measurement period (i.e. more than 12 months from the acquisition date)
The adjustments are treated as a change in accounting estimate and adjusted for prospectively.
Groups: 2.5 NCI measurement
IFRS 3 Business Combinations allows a choice of how to measure NCI:
Fair value method.
Share of net assets/proportionate method.
The choice is made on an acquisition by acquisition basis.
The value of goodwill and NCI will be affected by the method chosen.
2.6 Fair value of consideration
Consideration could be in the form of cash or shares, which could be
paid immediately, could be deferred or even contingent on future
conditions.
Groups: 2.6 Fair value of consideration
Acquisition costs
Costs directly attributable to the acquisition of a subsidiary should be
recognised in the profit or loss of the group accounts.
Groups: 2.6 Fair value of consideration
Share consideration
Shares issued as consideration on the day of acquisition are recorded at their market
value at that time.
Dr Investment X (amount included in ‘consideration’ in goodwill)
Cr Share capital X
Cr Share premium X
Groups: 2.6 Fair value of consideration Cash consideration
Dr Investment X (amount included in ‘consideration’ in goodwill)
Cr Cash X
Groups: 2.6 Fair value of consideration
Deferred cash consideration
DISCOUNT (just to a liability)
(Deferred consideration is consideration which is payable at a future date.)
Deferred cash consideration should be discounted to its present value and is
recorded in the acquirer’s accounts by:
Dr Investment X (amount included in ‘consideration’ in goodwill)
Cr LiabilityX
Remember that deferred consideration will unwind annually over time:
Dr Finance costs X
Cr Liability X
Groups: 2.6 Fair value of consideration
Deferred share consideration
Deferred share consideration is valued using the share price at the date of
acquisition. It is recorded in the acquirer’s accounts by:
Dr Investment X (amount included in ‘consideration’ in goodwill)
Cr Shares to be issued X (included in equity)
Groups: 2.6 Fair value of consideration
Contingent consideration
All now: Provision/Shares to be issued
(Contingent consideration is an amount which may be payable at a future date,
dependent upon certain events.
E.g. an extra amount may be paid for an investment in a subsidiary if it achieves a
certain level of sales growth over 5 years.)
Contingent consideration should be included as part of the cost of the investment and
measured at fair value at the date of acquisition
Contingent cash
Dr Investment X (amount included in ‘consideration’ in goodwill)
Cr Provision X
Contingent shares
Dr Investment X (amount included in ‘consideration’ in goodwill)
Cr Shares to be issued X