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14.04.

2020

Financial Reporting
Course
Week – 10
Consolidation of Financial Statements

Objective
• Information about
•resources under the control of the group
(assets) and
•claims against those resources
assists users to better assess the prospects for future net
cash inflows to the group which is useful in making
decisions about providing resources to the group.
• The global financial crisis highlighted the importance of
enhancing disclosure requirements, in particular for special
purpose or structured entities.

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Definition of control
An investor controls an investee when the investor is exposed, or has
rights, to variable returns from its involvement with the investee and has
the ability to affect those returns through its power over the investee.

• Single consolidation model for all entities, including structured


entities
• Consolidation based on control – ‘power so as to benefit’ model
• Investor must have some exposure to risks and rewards
• Exposure is an indicator of control but not control of itself
• Power arises from rights—voting rights, potential voting rights,
other contractual arrangements, or a combination thereof.

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Assessing control of an investee

• Consider the purpose and design


• Identify the activities of the investee that significantly affect
the returns of the investee (relevant activities)
• Identify how decisions about relevant activities are made
• Determine whether the rights of the investor give it the
ability to direct the relevant activities (see next slide)
• Determine whether the investor is exposed, or has rights, to
the variability associated with the returns of the investee
• Determine whether the investor has the ability to use its
power over the investee to affect its own returns

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

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Example:
Control 5

In the absence of evidence to the contrary, in each scenario


below, does A control Z?
i. A owns 100% of Z.
ii. A owns 51% of Z.
iii. A owns 50% of Z.
iv. A owns 50% of Z and holds currently exercisable ‘in the
money’ options to acquire another 100 shares in Z.
v. Same as (iv) except B owns the options.

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

Example:
Structured entity 6

A pharmaceutical manufacturer (entity A) established a viral


research centre (RC) at a university.
• A determined sole & unalterable purpose of RC = research &
develop immunisation & cures for viruses that cause human
suffering.
• RC is owned and staffed by the university.

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

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Example:
Structured entity continued 7

• All costs of establishing & running RC are paid by the


university from the proceeds of a grant from A.
• the budget for the research centre is approved by A
yearly in advance.
• A benefits from the research centre:
• by association with the university; and
• through exclusive right to patent any immunisations and
cures developed.

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

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De facto control

• Entity can control with less than 50% of voting rights.


• Factors to consider include:
• size of the holding relative to the size and dispersion of
other vote holders
• potential voting rights
• other contractual rights
• If the above not conclusive consider additional facts and
circumstances that provide evidence of power (eg voting
patterns at previous board meeting, etc)
© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

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Example: 9

de facto control

• Entity A owns 45 per cent of the ordinary shares of Entity B


to which voting rights are attached.
• Entity A is the largest shareholder of Entity B.
• It also has the right to appoint the majority of the members
of the Board of Directors (the management board) of Entity
B in accordance with special rights given to Entity A in the
founding document of the entity.

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

Example:
Assessing power • Entity A and B each have 50%
ownership interest in the trust.
• Entity A appointed as manager of
trust.
• Manager: manages the assets of
the trust, identifies development
opportunities, manages
development activity and
manages leasing activity. Cannot
be removed without cause.
• Relevant activities?
• Who directs?

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Example:
Delegated rights

Responsible Other Responsible entity:


entity investors
• Broad decision making powers
• Removal by simple majority

Investment
• Remunerated via market-based
trust fee - 1% of assets under
management and 20% of profits
over a hurdle
Investment • Equity interest of 20%
portfolio

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Potential voting rights
• Substantive potential voting rights (PVR) can give the holder
power
• Consider the terms and conditions, including:
• Whether there are any barriers that prevent the
holder from exercising
• Whether exercise of the rights would be beneficial to
the holder
• Whether the rights are exercisable when decisions
need to be made

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

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Agency relationships

• Consider all of the following factors:


• scope of the decision-making authority
• rights held by other parties (ie kick-out rights)
• remuneration of the decision-maker
• other interests that the decision maker holds in the
investee

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

Judgements and estimates

• Determining whether an investor controls an investee


involves assessing whether the investor:
• has power over the investee
• exposure, or rights, to variable returns from its
involvement with the investee
• the ability to use its power over the investee to affect
the amount of the investor’s returns.

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Judgements and estimates continued

• Factors to consider when assessing whether control exists


include, for example:
• assessing the purpose and design of the investee (eg are
voting rights or contractual arrangements the dominant
factor?)
• identifying relevant activities and how decisions about
those activities are made
• assessing current ability to direct (practical ability to
direct the relevant activities unilaterally?)

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Introduction

• IFRS 10 establishes principles for the presentation and


preparation of consolidated financial statements when an
entity controls one or more other entities.

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

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Who presents consolidated financial


statements?

• An entity that has one or more subsidiaries (a parent) must


present consolidated financial statements.
• Two exceptions:
• a parent if:
• its owners have been informed and do not object,
• its securities are not publicly traded or in the process of
becoming publicly traded, and
• its parent publishes IFRS-compliant financial statements
that are available to the public.
• Post-employment plans or other long-term employee
benefit plans to which IAS 19 applies

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org 17

Group of Companies

B C

D E F

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Principle

• Consolidated financial statements present the parent and all


its subsidiaries as financial statements of a single economic
entity
• uniform accounting policies
• same reporting periods
• eliminate intragroup transactions and balances
• non-controlling interest (the equity in a subsidiary that is
not attributable, directly or indirectly, to the parent) is
presented within equity, separately from the parent
shareholders’ equity.

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org 19

Example:
Consolidation procedures 20

• On 1/1/20X1 entity A acquires 100% of entity B for CU1,000


when B’s share capital & reserves = CU700 (net FV of B’s assets
& liabilities = CU800).
• B has no contingent liabilities. The CU100 difference between
CA & FV is i.r.o. a machine with 5 yrs remaining useful life and
nil residual value.
• B’s profit for the year ended 31/12/20X1 = CU400.
• In 20X1 A sold inventory which cost it 100 to B for 150. At
31/12/20X1 B’s inventory included CU60 inventory bought
from A.
• Ignore taxation effects.

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

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Example:
Consolidation procedures continued 21

• The proforma journal entry at acquisition to eliminate A’s


investment in B; recognise goodwill; & eliminate B’s share
capital & reserves accumulated before it became part of the
group.
Property, plant & equipment 100
B’s at-acquisition share capital &
700
reserves
Goodwill (asset) 200
A’s investment in B 1,000

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

Example:
Consolidation procedures continued 22

• Proforma journal entry to increase depreciation to group


values (remaining estimated useful life = 5 years):

Profit or loss 20
Property, plant & equipment 20

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

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Example:
Consolidation procedures continued 23

• Proforma journal entry to eliminate intragroup sale of


inventory and the unrealise profit in inventories (ignoring
tax effects):
Profit or loss (revenue) 150
Profit or loss (COS) 150
Profit or loss (COS) 20
Inventory (asset) 20

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

Non-controlling interest (NCI) 24

• Non-controlling interest (NCI) in net assets consists of:


• the amount of the NCI recognised in accounting for Bus
Com at date of acquisition; plus
• the NCI’s share of recognised changes in equity (ie
recognised changes in Sub’s net assets) since the date
of the combination.

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

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Example:
NCI 25

• On 1/1/20X1 entity A acquires 75% of entity B for CU1,000


when B’s share capital & reserves = CU700 (net FV of B’s
assets & liabilities = CU800).
• B has no contingent liabilities. The CU100 difference
between CA & FV is i.r.o. a machine with 5 yrs remaining
useful life and nil residual value.
• Ignore taxation effects. B’s profit for the year ended
31/12/20X1 = CU400.
• In 20X1 A sold inventory which cost it 100 to B for 150. At
31/12/20X1 B’s inventory included CU60 inventory bought
from A.

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

Example:
NCI continued 26

Eliminate Investment
• Proforma journal entry at acquisition is:

Property, plant & equip. 100


B’s at-acquisition share capital & 700
reserves
Goodwill 400
Non-controlling interest 200
A’s investment in B 1,000

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

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Example:
NCI continued 27

Adjust consolidated depreciation


• Proforma journal entry to increase depreciation to group
values (remaining estimated useful life = 5 years):

Profit or loss 20
Property, plant & equipment 20

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

Example:
NCI continued 28

Allocate profit
• Proforma journal entry allocating the NCI their share of B’s
profit for the year:

NCI profit allocation 95


NCI (equity) 95

Calculation:
Profit 400
Depreciation adjust (20)
380
25% attributable to NCI 95
© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

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Example:
NCI continued 29

• Proforma journal entry to eliminate downstream intragroup


sale of inventory and the unrealised profit in inventories
(ignoring tax effects):

Profit or loss (revenue) 150


Profit or loss (COS) 150
Profit or loss (COS) 20
Inventory (asset) 20

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

Example:
NCI upstream sale 30

• Same as previous example except upstream sale of


inventory (ie from B to A)
• Same proforma journal entries as in previous example and
an additional journal entry (below) to eliminate from NCI
their share of the unrealised profit:

NCI (equity) 5
NCI profit allocation 5

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

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Loss of control

• If a parent no longer controls a subsidiary, the parent:


• Derecognises the assets and liabilities of the former
subsidiary.
• Recognises any retained investment at fair value when
control is lost. This investment is subsequently
accounted for as a financial instrument or, if
appropriate as an associate or joint venture.
• Recognises a gain or loss associated with loss of control.

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org 31

Comparison with the IFRS for SMEs

• Section 19 Business Combinations and Goodwill of the IFRS


for SMEs differs from full IFRSs—in Section 19:
• goodwill is amortised over its estimated useful life (or
10 years if a reliable estimate cannot be made)
• non-controlling interest must be measured using the
proportionate share method
• there is no specified maximum allowable difference
between the reporting periods of the parent and the
subsidiary.

© IFRS Foundation | 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org 32

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Exercises

B C

D E F

Exercise

A A
Consolidated
Cash 100 Capital 100

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Exercise

A A
Consolidated
Cash 100 Capital 100
Subsidiary 100
B

Cash 100 Capital 100

Exercise

A A
Consolidated
Cash 100 Capital 100
Subsidiary 100 Cash 100 Capital 100
B

Cash 100 Capital 100


Subsidiary 100
C

Cash 100 Capital 100

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Treasury Stocks

A A
Consolidated
Cash 100 Capital 100
Subsidiary 100
B

Cash 100 Capital 100

Treasury Stocks

A A
Consolidated
Cash 100 Capital 100 Cash 40 Capital 100
Subsidiary 100 Investment 60
B
Cash 40 Capital 100
Investment 60

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Treasury Stocks

A A
Consolidated
Cash 100 Capital 100 Cash 40 Capital 100
Subsidiary 100 Investment 60 Treasury S (60)
B Total 40 Total 40
Cash 40 Capital 100
Investment 60

If a subsidary purchases the shares of its parent company,


these shares are reported in Owners’ Equity of Consolidated
Balance Sheet as Treasury Stock at negative value.

A Customer
100 400

A B C Customer
100 120 350 400
A B C Consolidated
Sales 120 350 400 870 400
CGS 100 120 350 100
Gross Profit 20 230 50 300

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CONSOLIDATION
On January 1, 2020 Company A acquires 90 % of the oustanding commonstock of
Company B for cash price of TL 245,000. The balance sheets of the both companies
immediately after the acquisition on January 1, 2020 are presented below:
Balance Sheets
(January 1, 2020)
A Company B Company
Assets:
Investment in B Company 245,000 0
Other Assets 500,000 300,000
Total Assets 745,000 300,000

Libilities + Stockholders’ Equity


Liabilities 145,000 50,000
Stockholders’ Equity
Capital 200,000 150,000
Retained Earnings 400,000 100,000
Total Libilities and Equity 745,000 300,000

Goodwill:
Investment in B Company 245,000
Less: 90% of B Company’s common stockholders’ equity 225,000
(250,000 * %90)
Goodwill 20,000

Minority Interest in Company B:


Total Stockholders’ Equity (Company B) 250,000
Less: 90% of B Company’s common stockholders’ equity 225,000
Minority Interest 25,000

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Company A and B
Consolidated Balance Sheet
January 1, 2020
Assets:
Goodwill 20,000
Other Assets 800,000
Total Assets 820,000

Liabilities + Stockholders’ Equity:


Liabilities 195,000
Stockholders’ Equity
Capital 200,000
Retained Earnings 400,000
Minority interest in Company B 25,000
Total Liabilities and Equity 820,000

Income Statements
(2020)
Company A Company B

Net Sales 1,350,000 600,000


Cost of Goods Sold 800,000 400,000
Gross Profit 550,000 200,000
Other Expenses 380,000 130,000
Net Income 170,000 70,000

Additional Information:
 In 2020, Company A sold merchandise inventory to Company B for
₺100,000. The cost of merchandise sold was ₺70,000. Company B sold these
merchandise inventories to third parties for ₺110,000.

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Balance Sheets
(December 31, 2020)
Company A Company B
Assets:
Investment in Company B 245,000 0
Other Assets 670,000 370,000
Total Assets 915,000 370,000

Liabilities + Stockholders’ Equity


Liabilities 145,000 50,000
Stockholders’ Equity
Capital 200,000 150,000
Retained Earnings 570,000 170,000
Total Liabilities and Equity 915,000 370,000

Companies A and B Consolidated


Income Statement
(2020)
Net Sales (1,350,000 + 600,000 – 100,000) 1,850,000
Cost of Goods Sold (800,000 + 400,000 – 100,000) 1,100,000
Gross Profit 750,000
Other Expenses a (380,000 + 130,000) 510,000
Net Income (before minority interest) 240,000
Minus: Net Income to minority interest
(70,000 * %10 = 7,000) 7,000
Net Income 233,000
a
) If Goodwill is amortized, amortization expense will be reported as
2,000 (= 20,000 / 10 years).
IFRS for SMEs requires to amortize goodwill, however
amortization of goodwill is not allowed under IFRS, Nonetheless,
IFRS requires goodwill to be tested for impairment at least annually,

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Companies A and B
Consolidated Balance Sheet
December 31, 2020
Assets:
Goodwill* 20,000
Other Assets (670,000 + 370,000) 1,040,000
Total Assets 1,060,000

Liabilities + Stockholders’ Equity:


Liabilities 195,000
Stockholders’ Equity
Capital 200,000
Retained Earnings (400,000 + 233,000) 633,000
Rights of minority interest in Company B (25,000 + 7,000) 32,000
Total Liabilities and Equity 1,060,000

* IFRS SMEs requires to amortize goodwill and this amount will be ₺18,000 under IFRS for
SMEs. On the other hand, goodwill amortization is not allowed under IFRS. Thus, if there is
no impairment of goodwill this amount will be ₺20,000 under IFRS.

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