Principles of Consolidated Financial Statements: 1 The Concept of Group Accounts
Principles of Consolidated Financial Statements: 1 The Concept of Group Accounts
Principles of consolidated
financial statements
If one company owns more than 50% of the ordinary shares of another
company:
• this will usually give the first company ‘control’ of the second company
• the first company (the parent company, P) has enough voting power to
appoint all the directors of the second company (the subsidiary company,
S)
• P is, in effect, able to manage S as if it were merely a department of P,
rather than a separate entity
• in strict legal terms P and S remain distinct, but in economic substance
they can be regarded as a single unit (a ‘group’).
Group accounts
The key principle underlying group accounts is the need to reflect the
economic substance of the relationship.
IAS 27 gives four other situations in which control exists – when the parent has
power:
• over more than half the voting rights by virtue of an agreement with other
investors
• to govern the financial and operating policies of the entity under a statute
or an agreement
• to appoint or remove the majority of the members of the board of directors
• to cast the majority of votes at a meeting of the board of directors.
Example 1 - Control
(i) Hercules purchases 6,000 A ordinary shares.
(ii) Hercules purchases 10,000 B and 4,000 A ordinary shares.
(i) Hercules has purchased 6,000 of the 10,000 voting A shares but no non-voting B
shares.
It is the voting shares that give Hercules the influence in Samson. With 60% of the
voting shares Hercules should control Samson. Samson should therefore be treated
as a subsidiary.
(ii) Hercules has purchased 4,000 of the 10,000 voting A shares and 10,000 non-voting B
shares.
As Hercules has less than 50% of the voting share this time it probably will not be able
to control Samson. Samson will not be a subsidiary.
A parent need not present consolidated financial statements if and only if:
Consolidated statement of
financial position
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1 Principles of the consolidated statement of financial position
Basic principle
Intra-group items are excluded, e.g. receivables and payables shown in the
consolidated statement of financial position only include amounts owed from/to
third parties.
A standard group accounting question will provide the accounts of P and the
accounts of S and will require the preparation of consolidated accounts.
$
X
Parent holding (investment) at fair value
NCI value at acquisition (*) X
—
X
Less:
If fair value method adopted, NCI value = fair value of NCI's holding at
(* acquisition (number of shares NCI own × subsidiary share price).
)
(* If proportion of net assets method adopted, NCI value = NCI % × fair value of net assets at acquisition (from
W2).
)
Example 2 - Goodwill
(i) if the NCI is valued using the proportion of net assets method
(ii) if the NCI is valued using the fair value method and the fair value of the NCI on the
acquisition date is $19,000?
Solution
(i)
Parent holding (investment) at fair value
NCI value at acquisition
(20% × $85,000)
Less:
Fair value of net assets at acquisition
Goodwill on acquisition
(ii)
Parent holding (investment) at fair value
NCI value at acquisition
Less:
Fair value of net assets at acquisition
Goodwill on acquisition
Equity:
Share capital 80,000
Share premium 20,000
Retained earnings 40,000
–––––––
140,000
–––––––
Current liabilities 176,000
–––––––
316,000
–––––––
Non-current assets:
Goodwill (W3)
PPE $(75,000 + 11,000)
Current assets $(214,000 + 33,000)
• in the consolidated statement of financial position, include all of the net assets of S (to
show control).
• ‘give back’ the net assets of S which belong to the non-controlling interest within the
equity section of the consolidated statement of financial position (calculated in W4).
Non-current assets:
Goodwill (W3)
PPE $(90,000 + 100,000)
Total assets
Equity:
Ordinary share capital $1 (100% P only)
Retained earnings (W5)
At date of
acquisition reporting
$000
Ordinary share capital 100
Retained earnings 15
___
115
___
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Test your understanding 2
Dickens
$
Non-current assets:
Property, plant & equipment 85,000
Investments:
Shares in Jones 60,000
––––––
145,000
Current assets 160,000
––––––
305,000
––––––
Equity:
Ordinary $1 shares 65,000
Share premium 35,000
Retained earnings 70,000
––––––
170,000
Current liabilities 135,000
––––––
305,000
––––––
Dickens acquired its 80% holding in Jones on 1 January 20X8, when Jones’ retained
earnings stood at $20,000.On this date, the fair value of the 20% non-controlling
shareholding in Jones was $12,500.
The Dickens Group uses the fair value method to value the non-controlling interest
Non-current assets
Goodwill (W3)
PPE
(85,000 + 18,000)
Current assets
(160,000 + 84,000)
Equity
Share capital
Share premium
Group retained earnings (W5)
Non-controlling interest (W4)
Current liabilities
(135,000 + 47,000)
• the consideration paid for a subsidiary must be accounted for at fair value
• the subsidiary’s identifiable assets and liabilities acquired must be
accounted for at their fair values.
The fair value of assets and liabilities is defined in IFRS 3 (and several other
IFRSs) as ‘the amount for which an asset could be exchanged or a liability
settled between knowledgeable, willing parties in an arm’s length transaction’.
In some situations not all of the purchase consideration is paid at the date of
the acquisition, instead a part of the payment is deferred until a later date –
deferred consideration.
(1) The examiner gives you the present value of the payment based on a given
cost of capital.
1
––––––
(1 + r ) n
Each year the discount is then "unwound". This increases the deferred liability
each year (to increase to future cash liability) and the discount is treated as a
finance cost.
Share exchange
Often the parent company will issue shares in its own company in return for
the shares acquired in the subsidiary. The share price at acquisition should be
used to record the cost of the shares at fair value.
P
$
Property, plant & equipment 15,000
Investments 5,000
Current assets 7,500
––––––
27,500
––––––
Share capital $1 6,000
Share premium 4,000
Retained earnings 12,500
––––––
22,500
Non-current liabilities 1,000
Current liabilities 4,000
––––––
27,500
––––––
P acquired 60% of S on 1 July 20X7 when the retained earnings of S were $5,800. P paid
$5,000 in cash. P also issued 2 $1 shares for every 5 acquired in S and agreed to pay a
further $2,000 in 3 years time. The market value of P’s shares at 1 July 20X7 was $1.80. P
has only recorded the cash paid in respect of the investment in S. Current interest rates
are 6%.
The P group uses the fair value method to value the non-controlling interests. At the date
of acquisition the fair value of the non-controlling interest was $5,750.
Required:
Non-current assets
Goodwill (W3)
Property, plant & equip (15,000 + 9,500)
Investments (5,000 – 5,000)
Current Assets (7,500 + 5,000)
IFRS 3 revised requires that the subsidiary’s assets and liabilities are recorded
at their fair value for the purposes of the calculation of goodwill and production
of consolidated accounts.
For many years Peppermint has been selling some of its products under the brand name
of ‘Spearmint’. At the date of acquisition the directors of Hazelnut valued this brand at
$250,000 with a remaining life of 10 years. The brand is not included in Peppermint’s
statement of financial position.
The Hazelnut Group values the non-controlling interest using the fair value method. At the
date of acquisition the fair value of the 20% non-controlling interest was $380,000
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Expandable text - Uniform accounting policies
(1) adjusting the relevant asset or liability balance in the subsidiary’s individual statement
of financial position prior to adding across on a line by line basis, and
(2) adjusting W2 to reflect the impact of the different policy on the subsidiary’s net assets.
3 Intra-group trading
P and S may well trade with each other leading to the following potential
problem areas:
Current accounts
If P and S trade with each other then this will probably be done on credit
leading to:
At the year end, current accounts may not agree, owing to the existence of in-
transit items such as goods or cash.
• If the goods or cash are in transit between P and S, make the adjusting
entry to the statement of financial position of the recipient:
– cash in transit adjusting entry is:
– Dr Cash in transit
– Cr Receivables current account
– goods in transit adjusting entry is:
– Dr Inventory
– Cr Payables current account
this adjustment is for the purpose of consolidation only.
Current assets:
Inventory $(30 + 35) 65
Trade receivables
(20 + 10 - 2 (CIT) – 6 (inter-co)) 22
26 Prepared by Baravuga Zefania {B.com-Udsm} CPA-T
Show Answer
Non-current assets
Goodwill (W3)
Land (4,500 + 2,500 + 1,250)
Plant & equipment (2,400 + 1,750 + 500 – 300)
Investments (8,000 – 3,500 – (60% × 500))
Current Assets
Inventory
(3,200 + 900)
Receivables
(1,400 + 650 - 100 (CIT) - 400 (inter-co))
Bank (600 + 150 + 100 (CIT))
Equity
Share capital
Retained earnings (W5)
Non-controlling Interest (W4)
Non-current liabilities (4,000 + 500 – (60% × 500))
Current liabilities (2,800 + 1,300 - 400)
@Acq'n
Adjustment required:
Cr Group inventory
If the seller is the subsidiary, the profit element is included in the subsidiary
company’s accounts and relates partly to the group, partly to non-controlling
interests (if any).
Adjustment required:
Cr Group inventory
Health Safety
$000 $000 $000
Non-current assets:
Property, plant & equipment 100
Investment in Safety at cost 34
––––
134
Current assets:
Inventory 90 20
Receivables 110 25
Bank 10 5
–––– ––––
210
––––
344
––––
Equity:
Share capital 15
Retained earnings 159
––––
174
Non-current liabilities 120
Current liabilities 50
––––
344
––––
Safety transferred goods to Health at a transfer price of $18,000 at a mark-up of 50%.
Two-thirds remained in inventory at the year end. The current account in Health and
Safety stood at $22,000 on that day. Goodwill has suffered an impairment of $10,000.
The Health group uses the fair value method to value the non-controlling interest.
value of the non-controlling interest at acquisition was $4,000
X
CV at reporting date with transfer
CV at reporting date without transfer (X)
–––
Adjustment required X
The calculated amount should be:
(1) deducted when adding across P’s non-current assets + S’s non-current
assets
(2) deducted in the retained earnings of the seller (W2 if the seller is the
subsidiary; W5 if it is the parent company).
5 Mid-year acquisitions
If a parent company acquires a subsidiary mid-year, the net assets at the date
of acquisition must be calculated based on the net assets at the start of the
subsidiary's financial year plus the profits of up to the date of acquisition.
To calculate this it is normally assumed that S’s profit after tax accrues evenly
over time.
On 1 May 2007 Karl bought 60% of Susan paying $76,000 cash. The summarised
Statements of Financial Position for the two companies as at 30 November 2007 are:
Karl
$
Non-current assets
Property, plant & equipment 138,000
Investments 98,000
Current assets
Inventory 15,000
Receivables 19,000
Cash 2,000
––––––
272,000
––––––
Share capital 50,000
Non-current liabilities
8% Loan notes -
Current liabilities 33,000
––––––
272,000
––––––
The following information is relevant:
(1) The inventory of Susan includes $8,000 of goods purchased from Karl at cost plus
25%.
(2) On 1 June 2007 Susan transferred an item of plant to Karl for $15,000. Its carrying
amount at that date was $10,000. The asset had a remaining useful economic life of
5 years.
(3) The Karl Group values the non-controlling interest using the fair value method. At the
date of acquisition the fair value of the 40% non-controlling interest was $50,000.
(4) An impairment loss of $1,000 is to be charged against goodwill at the year-end.
(5) Susan earned a profit of $9,000 in the year ended 30 November 2007.
(6) The loan note in Susan’s books represents monies borrowed from Karl during the
year. All of the loan note interest has been accounted for.
33 Prepared by Baravuga Zefania {B.com-Udsm} CPA-T
Consolidated income statement
Basic principle
• From revenue to profit for the year include all of P’s income and expenses
plus all of S’s income and expenses (reflecting control of S).
• After profit for the year show split of profit between amounts attributable to
the parent's shareholders and the non-controlling interest (to reflect
ownership).
Non-controlling interest
2 Intra-company trading
Such trading will be included in the sales revenue of one group company and
the purchases of another.
Inventory
If any goods sold intra-group are included in closing inventory, their value must
be adjusted to the lower of cost and net realisable value (NRV) to the group
(as in the CSFP).
Sales revenue
Cost of sales
Revenue
(1,260 + 520 - 84)
Cost of sales
(420 + 210 - 84 + 12)
Gross profit
Distribution costs
(180 + 60)
Administrative expenses
(120 + 90)
If one group company sells a non-current asset to another group company the
following adjustments are needed in the income statement to account for the
unrealised profit and the additional depreciation.
• Any profit or loss arising on the transfer must be removed from the
consolidated income statement.
• The depreciation charge must be adjusted so that it is based on the cost of
the asset to the group.
Impairment of goodwill
Once any impairment has been identified during the year, the charge for the
year will be passed through the consolidated income statement. This will
usually be through operating expenses, however always follow instructions
from the examiner.
The subsidiary's own income statement will include depreciation based on the
value the asset is held at in the subsidiary's own SFP.
On 1 January 20X6 Smiths purchased 75,000 ordinary shares in Flowers from an issued
share capital of 100,000 $1 ordinary shares.
(1) During the year Flowers sold goods to Smiths for $20,000, making a mark-up of one
third. Only 20% of these goods were sold before the end of the year, the rest were still
in inventory.
(2) Goodwill has been subject to an impairment review at the end of each year since
acquisition and the review at the end of this year revealed another impairment of
$5,000. The current impairment is to be recognised as an operating cost.
(3) At the date of acquisition a fair value adjustment was made and this has resulted in an
additional depreciation charge for the current year of $15,000. It is group policy that
all depreciation is charged to cost of sales.
(4) Smiths values the non-controlling interests using the fair value method.
Prepare the consolidated income statement for the year ended 31 December 20X7.
Smiths consolidated income statement for the year ended 31 December 20X7
Revenue
(600 + 300 - 20)
Cost of sales
(360 + 140 - 20 + 4 (W2) + 15 (fv dep'n))
Gross profit
Operating expenses
(93 + 45 + 5 (impairment))
Attributable to:
Non-controlling interest (W3)
Group (168 – 17.75)
Workings
Given below are the income statements for Paris and its subsidiary London for the year
ended 31 December 20X5.
Paris
$000
Revenue 3,200
Cost of sales (2,200)
–––––
Gross profit 1,000
Distribution costs (160)
Administrative expenses (400)
–––––
Profit from operations 440
Investment income 160
–––––
Profit before tax 600
Taxation (400)
–––––
Profit for the year 200
Additional information:
• Paris paid $1.5 million on 31 December 20X1 for 80% of London’s 800,000 ordinary
shares.
• Goodwill impairments at 1 January 20X5 amounted to $152,000. A further impairment
of $40,000 was found to be necessary at the year end. Impairments are included
within administrative expenses.
• Paris made sales to London, at a selling price of $600,000 during the year. Not all of
the goods had been sold externally by the year end. The profit element included in
London’s closing inventory was $30,000.
• Fair value depreciation for the current year amounted to $10,000. All depreciation
should be charged to cost of sales.
• London paid an interim dividend during the year of $200,000.
• Paris values the non-controlling interests using the fair value method.
Prepare a consolidated income statement for the year ended 31 December 20X5 for
the Paris group.
If a subsidiary is acquired part way through the year, then the subsidiary’s
results should only be consolidated from the date of acquisition, i.e. the date
on which control is obtained.
Revenue
(303,600 + (217,700 × 4/12))
Cost of sales
(143,800 + (102,200 × 4/12))
Gross profit
Operating expenses
(71,200 + (51,300 × 4/12))
P
$
Revenue 31,200
Cost of sales (17,800)
––––––
Gross profit 13,400
Operating expenses (8,500)
––––––
Profit from operations 4,900
Investment Income 2,000
––––––
Profit before tax 6,900
Tax (2,100)
––––––
Profit for the year 4,800
––––––
The following information is available:
(1) On 1 July 20X6, an item of plant in the books of S had a fair value of $5,000 in excess
of its carrying value. At this time, the plant had a remaining life of 10 years.
Depreciation is charged to cost of sales.
(2) During the post-acquisition period S sold goods to P for $4,400. Of this amount, $500
was included in the inventory of P at the year-end. S earns a 35% margin on its sales.
(3) Goodwill amounting to $800 arose on the acquisition of S, which had been measured
using the fair value method. Goodwill is to be impaired by 10% at the year-end.
Impairment losses should be charged to operating expenses.
(4) S paid a dividend of $500 on 1 January 20X7.
Required:
Prepare the consolidated income statement for the year ended 31 March 20X7.
Gross profit
Operating expenses (8,500 + (9/12 × 3,200) + 80 (W5))
Attributable to:
NCI (W2)
Group
(W2) Non-controlling Interests
Definition of an associate
An entity over which the investor has significant influence and that is neither a
subsidiary nor an interest in joint venture.
• 100% of the assets and liabilities of the parent and subsidiary company on
a line by line basis
• an ‘investments in associates’ line within non-current assets which includes
the group share of the assets and liabilities of any associate.
The consolidated income statement includes:
• 100% of the income and expenses of the parent and subsidiary company
on a line by line basis
• one line ‘share of profit of associates’ which includes the group share of
any associate’s profit after tax.
Note: in order to equity account, the parent company must already be
producing consolidated financial statements (i.e. it must already have at least
one subsidiary).
$000
Cost of investment X
Share of post acquisition profits X
Less: impairment losses (X)
Less: PURP (P = seller) (X)
___
X
___
The group share of the associate’s post acquisition profits or losses and the
impairment of goodwill will also be included in the group retained earnings
calculation.
The calculations for an associate (A) can be incorporated into standard CSFP
workings as follows.
$
Cost of investment X
Post-acquisition profits (W5) X
Less: impairment X
Less PURP (P = seller) X
—
X
—
If the fair value of the associate’s net assets at acquisition are materially
different from their book value the net assets should be adjusted in the same
way as for a subsidiary.
If a group company trades with the associate, the resulting payables and
receivables will remain in the consolidated statement of financial position.
(1) Determine the value of closing inventory which is the result of a sale to or
from the associate.
(2) Use mark-up/margin to calculate the profit earned by the selling company.
(3) Make the required adjustments. These will depend upon who the seller is:
Parent company selling to associate — the profit element is included in the
parent company’s accounts and associate holds the inventory.
Cr Group inventory
P S
$000 $000
Non-current assets
• P acquired 75% of the equity share capital of S several years ago, paying $5 million in
cash. At this time the balance on S's retained earnings was $3 million.
• P acquired 30% of the equity share capital of A on 1 October 20X6, paying $750,000 in
cash. At 1 October 20X6 the balance on A's retained earnings was $1.5 million.
• During the year, P sold goods to A for $1 million at a mark up of 25%. At the year-end,
A still held one quarter of these goods in inventory.
• As a result of this trading, P was owed $250,000 by A at the reporting date.
agrees with the amount included in A's trade payables.
• At 30 September 20X8, it was determined that the investment in the associate was
impaired by $35,000.
• Non-controlling interests are valued using the fair value method. The fair value of the
non-controlling interest at the date of acquisition was $1.6 million.
Required:
Equity accounting
Revenue
(8,000 + 4,500)
Operating expenses
(4,750 + 2,700 + 15 (W2))
Profit from operations
Share of associate:
((30% × 600) - 20 impairment)
Finance costs
(750 + 100)
Profit on sale:
(25 / 125 × $1,000 )
Profit in inventory
(1/4 × $200)
PURP
(30% × $50)