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Revise lecture 31 1 • Principles of consolidated financial statements 2 Principles of consolidated financial statements The concept of group accounts What is a group? 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). 3 Principles of consolidated financial statements Group accounts The key principle undertaking group accounts is the need to reflect the economic substance of the relationship. • P is an individual legal entity. • S is an individual legal entity. • P controls S and therefore they from a single economic entity, the group. 4 Principles of consolidated financial statements The single economic unit concept The purpose of consolidated accounts is to: 1. Present financial information about a parent undertaking and its subsidiary undertakings as a single economic unit. 2. Show the economic resources controlled by the group. 3. Show the obligations of the group. 4. Show the results the group achieves with its resources. 5 • IFRS 10 consolidated financial statements 6 IFRS 10 IFRS 10 consolidated financial statements uses the following definitions: • Parent: an entity that controls one or more entities • Subsidiary: an entity that is controlled by another entity (known as the parent) • Control of an investee: an investor controls an investee when the investor is exposed. 7 IFRS 10 • IFRS 10 outlines the circumstances in which a group is required to prepare consolidated financial statements. • Consolidated financial statements should be prepared when the parent company has control over the subsidiary (control is usually established based on ownership of more than 50% of voting power). 8 IFRS 10 Control is identified by IFRS 10 as the sole basis for consolidation and comprises the following three elements: 1. Power over the investee 2. Exposure, or rights, to variable returns from its involvement with the investee 3. The ability to use its power over the investee to affect the amount of the investor’s returns 9 Exemption from preparation of group financial statements • A parent need not present consolidated financial statements if and only if: 1. The parent itself is wholly owned subsidiary or a partially-owned subsidiary and its owners, have been informed about, and do not object to, the parent not preparing consolidated financial statements. 10 Exemption from preparation of group financial statements 2. The parent’s debt or equity instruments are not traded in a public market. 3. The parent did not file its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market. 11 Reasons for wanting to exclude a subsidiary The directors of a parent company may not wish to consolidate some subsidiaries due to: 1. Poor performance of the subsidiary 2. Poor financial position of the subsidiary 3. Differing activities of the subsidiary from the rest of the group. These reasons are not permitted according to IFRSs. 12 Non-coterminous year ends • Some companies in the group may have differing accounting dates. In practice such companies will often prepare financial statements up to the group accounting date for consolidation purposes. • For the purpose of consolidation, IFRS 10 states that where the reporting date for a parent is different from that of a subsidiary, the subsidiary should prepare additional financial information as of the same date as the financial statements of the parent unless it is impracticable to do so. 13 Non-coterminous year ends • If it is impracticable to do so, IFRS 10 allows use of subsidiary financial statements made up to a date of not more than three months earlier or later than the parent’s reporting date, with due adjustment for significant transactions or other events between the dates. 14 Uniform accounting policies • If a member of a group uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, • Appropriate adjustments are made to that group member’s financial statements in preparing the consolidated financial statements to ensure conformity with the group’s accounting policies. 15 • Related parties 16 Related parties Two parties are considered to be related if: 1. One party has the ability to control the other party, or 2. One party has the ability to exercise significant influence over the other party, or 3. The parties are under common control 17 Related parties Therefore: 1. A company that is a subsidiary is a related party of its parent company. 2. This means that the financial statements may have been affected by related party transactions. 18 Related parties The types of transaction that may occur between parent and subsidiary (related parties) and their impact on the financial statements of the individual company and group are: Transaction: • Sales and purchases Potential impact: • Favourable prices, affecting profits. Advantageous settlement terms, affecting receivables and payables days. 19 Related parties Transaction: • Finance Potential impact: Favourable rates of interest, affecting profits. Transaction: • Non-current assets Potential impact: Favourable terms for cost or financing 20 Related parties Transaction: • Guarantees for loans and overdrafts Potential impact: • Without which they wouldn’t have been granted Such transactions may or may not be at arm’s length. i.e. on normal commercial terms. Even where related party transactions are at arm’s length, it is still important to realise that they are related party transactions. This is because it is quite possible that they would not have occurred but for the relationship. 21 Treatment of goodwill The value of a company will normally exceed the value of its net assets. The difference is goodwill. This goodwill represents assets not shown in the statement of financial position of the acquired company such as the reputation of the business. 22 Treatment of goodwill Positive goodwill 1. Capitalised as an intangible non-current asset. 2. Tested annually for possible impairments. 3. Amortisation of goodwill is not permitted by the standard. 23 Treatment of goodwill Impairment of positive goodwill If goodwill is considered to have been impaired during the post-acquistion period it must be reflected in the group financial statements. 24 Treatment of goodwill Negative goodwill • Arises where the cost of the investment is less than the value of net assets purchased. • IFRS 3 does not refer to this as negative goodwill (instead it is referred to as a bargain purchase), however this is the commonly used term. 25 Treatment of goodwill Negative goodwill • Most likely reason for this to arise is a misstatement of the fair values of assets and liabilities and accordingly the standard requires that the calculation is reviewed. • After such a review, any negative goodwill remaining is credited directly to the income statement. 26 Pre- and post acquisition reserves Pre-acquistion profits • Pre-acquistion profits are the reserves which exist in a subsidiary company at the date when it is acquired. • They are capitalised at the date of acquisition by including them in the goodwill calculation 27 Pre- and post acquisition reserves Post-acquistion profits Post acquistion profits are profits made and included in the retained earnings of the subsidiary company following acquisition. They are included in group retained earnings. 28 Group reserves When looking at the reserves of subsidiary at the year end, e.g. revaluation reserve, a distinction must be made between: 1. Those reserves of S which existed at the date of acquisition by P (pre-acquisition reserves) and 2. The increase in the reserves of S which arose after acquisition by P (post-acquisition reserves)\ As with retained earnings, only the group share of postacquisition reserves of S is included in the group statement of financial position. 29 Non-controlling interests What is a non-controlling interest? • In some situations a parent may not own all of the shares in the subsidiary, e.g. if P owns only 80% of the ordinary shares of S, there is a non-controlling interest of 20%. • Note, however, that P still controls S. 30 Accounting treatment of non-controlling interest As P controls S • 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 belongs to the non-controlling interest within the equity section of the consolidated statement of financial position. 31 Intra-group trading P and S may well trade with each other leading to the following potential problem areas: 1. 2. 3. 4. 5. Current accounts between P and S Loans held by one company in the other Dividends and loan interest Unrealised profits on sales of stock Unrealised profits on sales of non-current assets 32 Intra-group trading • These are amounts owing within the group rather than outside the group therefore they need to adjust and must not appear in the consolidated statement of financial position 33 Associate Definition of associate IAS 28 defines an associate as: • An entity over which the investor has significant influence and that is neither a subsidiary nor an interest in joint venture. • Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. • Significant influence is assumed with a shareholding of 20% to 50%. 34 Accounting for associates according to IAS 28 The equity method of accounting is normally used to account for associates in the consolidated financial statements. The equity method should not be used if: • The investment is classified as held for sale in accordance with IFRS 5 OR • The parent is exempted from having to prepare consolidated accounts on the grounds that it is itself a wholly or partially, owned subsidiary of another company IFRS 10. 35 Fair value and the associate • 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. 36