You are on page 1of 84

Public sector combinations; and

Consolidated financial statements

Prepared by: Michael Wells


Date: April 23-27, 2018
Addis Ababa
Aims

» Understand the concepts underlying the accounting for


business combinations and presenting consolidated financial
statements
» Understand the requirements and the judgements in
accounting for business combinations and for presenting
consolidated and separate financial statements in accordance
with IPSAS accrual

2
Control: understanding the economics
Economics
Underlying concepts: element definitions 4

Asset (see Conceptual Framework) Revenue


» resource controlled by the entity… » recognised increase in asset/decrease
in liability in current reporting period
» expected inflow of economic benefits
» that result in increased equity
Liability
except…
» present obligation…
Expense
» expected outflow of economic » recognised decrease in asset/increase
benefits in liability in current period
Net Assets/Equity » that result in decreased equity
» assets – liabilities except…

4
Economics
example 1: control of a resource? 5

Charity A owns 80% of the voting interest in Entity B.


In the absence of evidence to the contrary does Charity A likely
control Entity B’s economic resources (for example, its
manufacturing plant)? Choose one of:
1) Yes; or
2) No.

5
Economics
example 2: control of a resource? 6

Charity A owns 30% of the voting interest in Entity B.


In the absence of evidence to the contrary does Charity A likely
control Entity B’s economic resources (for example, its
manufacturing plant)? Choose one of: 1) Yes; or 2) No.
If no, what is the resource that Charity A controls? Choose one
of: 1) the investment in Entity B; 2) there is no resource under
Entity A’s control; or 3) another resource (specify…).

6
Economics
example 3: control of a resource? 7

» Charity A owns 60% of the voting interest in Entity B.


» Entity B owns 60% of the voting interest in Entity C.
In the absence of evidence to the contrary does Charity A likely
control Entity C’s economic resources? Choose one of:
1) Yes, Charity A directs 60% of the voting power in C through its
control of B.
2) No, Charity A cannot direct C because it directs only 36% of
the voting power in C (ie 60% × 60% = 36%).

7
The economics
NCI: what do you think? 8

Which element is non-controlling interest (NCI) in the statement


of financial position?
Choose one of:
1) Asset
2) Liability
3) Net Assets/Equity

8
Economics
example: decrease interest in a controlled entity 9

Entity B is Charity A’s only controlled entity.


» At 31/12/2017, NCI is ETB100 claim against the group in its statement of financial
position.
» On 01/01/2018 Charity A decreases its equity interest in Entity B from 80% to 60% in
exchange for ETB1,000 cash.
From the group’s perspective does any revenue result from the transaction on
01/01/2018? Choose one of:
1) Yes, ETB900 income: the group’s asset (cash) increase by ETB1,000 of which only
ETB100 is attributable to its NCI; or
2) No, nil income: the ETB1,000 increase in the group’s asset (cash) is all directly
attributable to the corresponding increase in net assets/equity (NCI by ETB100 and
net assets/equity attributable to Charity A by ETB900).

9
Degrees of influence
Degree of influence over ‘investees’
11
o
of influence Definitions
An investor controls an investee when the investor:
(i) has power over the investee;
Control (ii) is exposed, or has rights, to variable benefits from its
involvement with the investee; and
(iii) has the ability to affect those benefits through its power over
the investee.

Joint control Joint control is the contractually agreed sharing of control.

Significant influence Significant influence is the ability to participate in the financial and
operating policies of the investee.

11
Degree of influence over ‘investees’
IPSAS accrual financial statements
12
o
of influence IPSAS accrual accounting IPSAS 38
Control Account for assets (ie controlled resources) and claims ✔
against those assets (see IPSAS 35 Consolidated Exception for
Financial Statements) using IPSAS accrual investment
entities:
Joint operation: account for assets (the controlled account for ✔
resources) and liabilities (the present obligations) (see investment
Joint control (joint IPSAS 37 Joint Arrangements) using IPSAS accrual ‘assets’ (rather
arrangements) Joint venture: account for investment asset (the than the

controlled resource) using the equity method in underlying
accordance with IPSAS 36 controlled
resources)
Significant influence Account for investment asset (the controlled resource) using the fair ✔
using the equity method in accordance with IPSAS 36 value model

Less than significant Account for investment asset (the controlled resource) using the fair value ✘ 12
model in accordance with IPSAS 29
Separate financial statements
IPSAS accrual
13
Degree of influence Accounting for ‘investment’ asset
Control (controlled entities)
Choose from any of:
(i) cost;
Joint control (joint (ii) equity method; or
arrangements: joint (iii) fair value.
operations and joint ventures)
Can make different choice for each of controlled entities,
Significant influence joint ventures and associates
(associates)
Less than significant influence Same as in its consolidated financial statements

Are separate financial statements consistent with the concepts in the IPSAS Conceptual Framework?
13
Does consolidation reflect economics?
14
You own a company (A). You could expand A’s operations by
contracting A to buy either:
» the shares of a competitor company (say B); or
» B’s operations, assets etc
» In both alternatives, after the purchase, all of A’s and all of B’s
assets are controlled by you. In other words, in both scenarios,
A’s and B’s assets are available to meet claims against legal
company A. Consequently, in general purpose financial
statements A and B together are viewed as a single economic
entity.
© Michael JC Wells 14
Consolidated financial statements
15
To expand its market share, company A buys 75% of company B.
» after the purchase, all of A’s and all of B’s assets are available to meet
claims against legal company A. Consequently, in general purpose
financial statements A and B together are viewed as a single economic
entity.
» the owners of the remaining 25% of B are called the non-controlling
interest (NCI) in the (combined) reporting entity’s general purpose financial
statements—ie when A and B are viewed as a single economic entity
» the NCI is net assets/equity because the group does not have a present
obligation to repay the NCI.

© Michael JC Wells 15
Assessing control
Assessing control
IPSAS accrual
17
Power Exposure Link

purpose and design


exposure (or rights) to
relevant activities variable benefits ability to use power
(financial and/or non- over the investee to
decision making financial) from the affect its own benefits
investee
rights

17
Assessing control
power: what do you think?
18
For each unrelated example below choose one of:
1) Charity A controls Charity Z; or
2) Charity A does not control Charity Z.
Example 1:
Charity A holds 48% of the voting rights of Charity Z (a company).
» The remaining voting rights held by thousands, with less than 1% each.
Example 2:
Charity A holds 45% of the voting rights of Charity Z.
» Two other investors each hold 26% of the voting right
» Remaining voting rights are held by three other shareholders (each with 1%)
» No
© Michael JC other
Wells arrangements that affect decision-making 18
Assessing control
power: what do you think?
19
For each unrelated example below choose one of:
1) Charity A controls Charity Z; or
2) Charity A does not control Charity Z.
Example 3:
Charity A holds 40% of the voting rights of Charity Z and 12 other
investors each hold 5% of the voting right of Charity Z.
» Shareholder agreement:
» Charity A has the right to appoint, remove and set the remuneration of
management responsible for directing the relevant activities of Charity Z
» two-third majority vote of the shareholders is required to change the
agreement
© Michael JC Wells 19
Assessing control
structured entities: judgement
20
» Determining control requires an assessment of all relevant facts and
circumstances, including:
» purpose and design of the investee;
» activities of the investee;
» how decisions about those activities are made; and
» rights held by the party involved with the investee.
» Particularly challenging for some structured entities:
» relevant activities in those entities are not usually directed by voting or similar
rights;
» benefits or returns expected from such investments can be more difficult to
assess
© Michael JC Wells 20
Public sector combinations and their
classification: amalgamation or
acquisition
Public sector combinations
identifying public sector combinations
22
» A public sector combination brings together separate operations
into one entity.
» An operation is an integrated set of activities and related assets and/or
liabilities that is capable of being conducted and managed for the purpose
of achieving an entity’s objectives, by providing goods and/or services.
» Examples include: (i) nationalizations; (ii) restructuring of central
government ministries; (iii) reorganizations of local or regional
government, for example by rearranging territorial boundaries or
by combining entities; and (iv) transfer of operations from one
government (or governmental unit) to another.
22
NOT a public sector combination
23
» The following are not public sector combinations:
» The acquisition or receipt of an asset/group of assets (and related
liabilities) that does not constitute an operation.
» The assumption of a liability/group of liabilities that is not an operation.
» The formation of a joint arrangement in the financial statements of the
joint arrangement itself.

23
Public sector combinations
types/classifications
24
» Amalgamation: a public sector combination in which either:
» no party to the combination gains control of one or more operations; or
» one party to the combination gains control of one or more operations,
and there is evidence that the combination has the economic
substance of an amalgamation (see next slide for application
guidance).
» Acquisition: a public sector combination in which one party to
the combination (the acquirer) gains control of one or more
operations, and there is evidence that the combination is not an
amalgamation.
© Michael JC Wells 24
Public sector combinations
classification: amalgamation or acquisition?
25
Application guidance: consider both: (i) indicators relating to consideration;
and (ii) indicators relating to the decision-making process.
Indicators relating to consideration that likely evidence an amalgamation include:
(i) no consideration paid; or (ii) consideration paid for reasons other than to
compensate those giving up entitlement to the operations transferred.
Indicators relating to the decision-making process that likely evidence an
amalgamation, include combination is:
» imposed by a third party without any party to the combination being involved in
the decision-making process;
» subject to approval by each party’s citizens through referenda; or
» under common control.
© Michael JC Wells 25
Public sector combinations
classification: amalgamation or acquisition?
26
» Where an analysis of the indicators is inconclusive, consider
which classification would provide information that best satisfies
the Qualitative Characteristics of relevance, faithful
representation, understandability, timeliness, comparability and
verifiability.
» Also consider materiality and the cost-benefit constraints.

© Michael JC Wells 26
Accounting for amalgamations
Accounting for amalgamations
modified pooling of interest method
28
» The resulting entity (ie the entity that is the result of two or more operations
combining in an amalgamation):
» recognizes the assets, liabilities and any non-controlling interest that are recognized in the
financial statements of the combining operations as at the amalgamation date;
» measure them at their carrying amounts in the financial statements of the combining
operations (exceptions include: (i) when a different measurement is required to conform to
the resulting entity’s accounting policies; and (ii) measure amalgamation-date employee
benefit obligations of the resulting entity in accordance with IPSAS 39 Employee Benefits).
» the difference between the assets and liabilities assumed in an amalgamation as one or
more components of net assets/equity.
» Presentation: the resulting entity must not adopt different classifications or
designations of assets and liabilities on initial recognition, even if this is permitted
by other IPSASs.
© Michael JC Wells 28
Public sector combinations: amalgamation
costs directly attributable to a public sector combination
29
» Amalgamation-related costs, incurred to effect the
amalgamation, must be recognised by the resulting entity and
combining operations as an expense when incurred.
» Exception: the costs to issue debt or equity securities must be
recognized in accordance with the financial instruments standards
(IPSAS 28 and IPSAS 29)
» Examples of costs directly attributable to an amalgamation
include: directly attributable advisory, legal, accounting and
other professional or consulting fees.

© Michael JC Wells 29
Public sector combinations: amalgamation
first set of financial statements
30
Resulting entity’s first set of financial statements following the amalgamation must comprise:
» Opening statement of financial position as of the amalgamation date;
» Statement of financial position as at the reporting date;
» Statement of financial performance for the period from the amalgamation date to the reporting date;
» Statement of changes in net assets/equity for the period from the amalgamation date to the reporting
date;
» Cash flow statement for the period from the amalgamation date to the reporting date;
» If the entity makes publicly available its approved budget, a comparison of budget and actual amounts
for the period from the amalgamation date to the reporting date, either as a separate additional financial
statement or as a budget column in the financial statements; and
» Notes, comprising a summary of significant accounting policies and other explanatory notes including
information that enables users to evaluate the nature and financial effect of an amalgamation.
» Either: (i) financial statements for prior period (see paragraph 54(g)); or (ii) specified alternative
disclosures (see paragraphs 54(h), AG64 and IE192).
» Additional specified information if resulting entity pre-existed the amalgamation

© Michael JC Wells 30
Accounting for acquisitions
Accounting for acquisitions
acquisition method
32
» The acquirer (ie, the entity that gains control of one or more operations in
an acquisition) recognizes:
» separately from any goodwill recognized, the acquisition-date fair value of the
identifiable assets acquired, the liabilities assumed and any non-controlling interest
(NCI) in the acquired operation (including items not previously recognized by the
acquired operation). Some exceptions specified!
» goodwill (ie an asset representing the future economic benefits arising from other
assets acquired in an acquisition that are not individually identified and separately
recognized). Note: however, goodwill is usually recognized only where consideration
is transferred.
» ‘negative goodwill’ (ie a gain from a bargain purchase when the acquisition-date fair value
of the identifiable net assets acquired exceeds the consideration paid) in surplus or deficit
of the the acquisition.

© Michael JC Wells 32
Public sector combinations: acquisitions
can you identify the acquirer in each of the examples below?
33
In the absence of evidence to the contrary:
Example 1: Charities A and B combine businesses by forming Charity C.
» Charity C issues 30 million and 20 million shares to Charity A’s & Charity’s B’s owners
in exchange for Charity A’s and Charity B’s businesses.
Example 2: same as Example 1, except:
» 20 million shares are issued to each of Charity A’s & Charity B’s owners.
» Charity C had 9 board members, 5 appointed by Charity A’s owners and 4 by Charity
B’s owners.
Example 3: on 31/12/2014 Charity A has 100 million shares in issue.
» On 01/01/2015 Charity A issues 200 million new Charity A shares to the owners of
Charity B in exchange for all of Charity B’s shares.

© Michael JC Wells 33
Public sector combinations: acquisition
costs directly attributable to a public sector combination
34
» Costs directly attributable to an acquisition are recognised as an
expense when incurred.
» Exception: the costs to issue debt or equity securities must be
recognized in accordance with the financial instruments standards
(IPSAS 28 and IPSAS 29)
» Examples of costs directly attributable to an acquisition include:
directly attributable advisory, legal, accounting, valuation and
other professional or consulting fees.

© Michael JC Wells 34
Public sector combinations: acquisition
contingent consideration in a public sector combination

» Include fair value of contingent consideration in cost of the


public sector combination (acquisition).
» subsequent changes in the fair value of contingent
consideration:
» If classified as a component of net assets/equity must not remeasure
and its subsequent settlement shall be accounted for within net
assets/equity.
» Other contingent consideration must be measured at fair value at each
reporting date and changes in fair value must be recognized in
surplus or deficit.

© Michael JC Wells 35
Public sector combinations: acquisition
economics of goodwill

Are the ‘economics’ of goodwill one or more, if any, of the following?


1) The excess of net assets fair values over the carrying amounts.
2) The fair value of unrecognised net assets.
3) The fair value of the going concern element of an existing business (ie the
synergies of the net assets, market imperfections, including the ability to earn
monopoly profits and barriers to market entry—either legal or because of
transaction costs—by potential competitors).
4) The fair value of the expected synergies and other benefits from combining net
assets and businesses.
5) When purchasing a business, the overvaluation of the consideration paid by the
acquirer stemming from errors in valuing the consideration tendered.
6) When purchasing a business, the overpayment or underpayment by the acquirer.

© Michael JC Wells 36
Economics
example: economics of goodwill 37

Charity A pays ETB78,000 to acquire 75% of the voting interest in


Entity B when the fair value of Entity B’s identifiable assets less the fair
value of Entity B’s liabilities and contingent liabilities is ETB100,000.
Is the goodwill in the combination an asset of the group? Choose one
of: 1) Yes; or 2) No.
If yes, what is the economic value of the goodwill to the group?
Choose one of: 1) ETB3,000; 2) ETB4,000; 3) ETB3,000 or
ETB4,000 (at the entity’s discretion); or 4) somewhere between
ETB3,000 (if all synergies are attributable to Charity A’s CGUs) and
ETB4,000 (if all synergies are attributable to Entity B’s CGUs).
37
Public sector combinations
economics of goodwill
38
» Is goodwill a wasting asset?
» IPSAS accrual (and IFRS): do not amortise goodwill (see paragraph
BC131E of the Basis for Conclusions of IAS 36 Impairment of Assets)
» the IFRS for SMEs: amortise goodwill
» Why does IPSAS accrual require recognised goodwill be carried
at its historical cost, periodically tested for impairment?
(see paragraphs BC131A–BC131G of the Basis for Conclusions of IAS
36)

© Michael JC Wells 38
Public sector combinations
non-controlling interest (NCI)
39
» IPSAS 40: allows an accounting policy choice for measuring
non-controlling interest (NCI) at the acquisition date:
1) fair value; or
2) NCI’s proportion of the group values of the controlled entity’s net
assets.
Which alternative is more consistent with the Conceptual
Framework?
Why is the choice permitted different?

© Michael JC Wells 39
Public sector combinations
test your understanding: goodwill and non-controlling interest
40
On 01/01/2015 P buys 75% of S for ETB78,000 cash when:
» fair value of S’s identifiable assets = ETB130,000
» fair value of S’s liabilities = ETB20,000
» fair value of S’s contingent liabilities = ETB10,000
On 1 January 2015 how much goodwill and NCI is recognised?
Choose 1 of:
1) Goodwill ETB3,000 and NCI ETB25,000
2) Goodwill ETB4,000 and NCI ETB26,000
3) Goodwill ETB3,800 and NCI ETB25,800
4) It depends… (specify on what it depends)
40
IPSAS 35 Consolidated Financial
Statements
Consolidated financial statements
why?
42
» Provide information about economic entity
» investors need information about all assets and liabilities of a combined
entity
» Definition of asset based on control
» with control, entity can dictate use or settlement
» control through an entity is indirect control
» Do not want legal form to dictate financial reporting (substance
over form)

© Michael JC Wells 42
Consolidated financial statements
the principle
43
» Consolidated financial statements present financial information
about the group (the controlling entity and all its controlled
entities) as a single economic entity.
» In other words, the group (the controlling entity and all its
controlled entities) = one economic entity.
» controlled entity = entity that is controlled by another entity (known as
the controlling entity)

© Michael JC Wells 43
Consolidated financial statements
the principle
44
The consolidation principle—group (the controlling entity and its
controlled entities) = one economic entity
» In other words, consolidated financial statements present the
group’s (the controlling entity’s and its controlled entities’) assets,
liabilities, equity, income, expenses and cash flow as those of a
single economic entity.
» Various methods are used to prepare consolidated financial
statements (the single outcome). Understanding the principle is
essential to preparing/auditing/regulating/analysing consolidated
financial statements.
© Michael JC Wells 44
01/01/2015 Group reasons (ignoring taxation effects) A B
Carrying Carrying Fair value

45
ETB amount amount
» On 01/01/20X1 entity A acquires 100% of entity B.
Share capital 500 B’s ETB100 arose before joining group 500 100
Retained
earnings 500 B’s ETB600 arose before joining group 500 600
Equity 1,000 1,000 700
Machine Cost to the group = fair value when B
800 joined the group 700 800
Investment Group has machine asset not
in B » Share capital
– investment 1,000
» Machine
Goodwill Paid ETB1,000 – ETB800 identifiable
200 net assets acquired
Assets 1,000 1,000 700
45
Consolidated financial statements
giving effect to the principle: proforma consolidating entries
46
The consolidation can also be achieved with the following proforma journal
entry at acquisition to eliminate A’s investment in B; recognise goodwill; and
eliminate B’s share capital and reserves accumulated before it became part of
the group.
Debit Credit
Asset: property, plant and equipment 100
Equity: B’s at-acquisition share capital and reserves 700
Asset: goodwill (asset) 200
Asset: A’s investment in B 1 000

© Michael JC Wells 46
Consolidated financial statements
additional information for the year ended 31 December 2015
47
At 01/012015 the machine’s group carrying amount is ETB100 > B’s carrying
amount
» a remaining useful life of 5 years
» nil residual value
» Consequently, for 2015 group depreciation is ETB20 greater than B’s
In 2015 A purchased inventory for ETB100 and immediately sold it to B for ETB150
» B sold inventory it purchased from A for ETB90 to parties outside the Group for
ETB120 (note: B is yet to sell the remaining inventory it purchased from A for
ETB60)
» Consequently, at 31/12/2015 unrealised profit = ETB20
» ETB60 carrying amount of such inventory in B’s books less ETB40 group carrying amount
and group profit for 2015 is ETB20 lower
47
31 December 2015 Group reasons (ignoring taxation effects) A B
Carrying Carrying Group
ETB amount amount CA
Share capital 500 B’s ETB100 arose before joining group 500 100

48
Opening RE 500 B’s ETB600 arose before joining group 500 600
Surplus for Group perspective: ETB20 less profit from selling
2015 110 inventory; ETB20 more depreciation 50 100
Equity 1,110 1,050 800
Machine ETB800 cost to the group – ETB160 group’s
640 depreciation for 20x1 (or ETB560 + ETB80 adjust) 560 640
Invest in B – Group has machine + cash (not invest) 1,000
» Share capital Cost to group = ETB40 (what A paid); Cost to B =
Inventory
» Machine 180 ETB60 (what B paid A). (or ETB200 - ETB20 adj.) 200 180
Cash 90 50 40 40
Goodwill ETB1,000 – ETB800 identifiable assets acquired
200
Assets 1,110 1,050 800 48
Consolidated financial statements
proforma consolidating entries: depreciation and intragroup inventory
49
The consolidation outcome can also be achieved with the following proforma
journal entries: (i) to increase depreciation to group values (remaining
estimated useful life = 5 years); and (ii) to eliminate the unrealised intragroup
profit in inventory.

Debit Credit
Revenue: surplus or deficit 40
Asset: property, plant and equipment 20
Asset: inventory 20

© Michael JC Wells 49
Consolidated financial statements
non-controlling interest
50
The non-controlling interests’ (NCI) claim against the group’s
assets is measured at:
» the amount of the NCI recognised in accounting for the
business combination at the acquisition date; plus
» the NCI’s share of post-acquisition recognised changes in
the group carrying amount of the controlled entity’s assets
and liabilities.

© Michael JC Wells 50
Consolidated financial statements
example: with non-controlling interest
51
» On 1 January 2015 Entity A acquires 75% of Entity B for
ETB1,000 when B’s share capital and reserves = ETB700 (net
fair value of B’s assets and liabilities = ETB800).
» Difference in carrying amount and fair value is a machine with 5 years
remaining useful life and nil residual value.
» All goodwill is attributable to A’s CGU.
» B’s surplus for the year ended 31 December 2015 = ETB400.
» Ignore taxation effects.

© Michael JC Wells 51
Consolidated financial statements
example with non-controlling interest
52
Debit Credit
Asset: property, plant and equipment 100
Equity: B’s at-acquisition share capital and reserves 700
Asset: goodwill 400
Asset: A’s investment in B 1 000
Equity: non-controlling interest 200

© Michael JC Wells 52
Consolidated financial statements
example with non-controlling interest
53
Debit Credit
Expense: surplus or deficit (depreciation) 20
Asset: property, plant and equipment (accumulated
20
depreciation)

© Michael JC Wells 53
Consolidated financial statements
example with non-controlling interest (NCI)

Calculation of the allocation of surplus for the year (2015) to the


NCI
Debit Credit
NCI profit allocation 95
NCI (equity) 95

B’s surplus for 2015 400


Less depreciation adjustment (20) 380
25% attributable to NCI 95

54
Consolidated financial statements
expanded example with downstream sale of inventories and NCI

» In 2015 A sold inventory that cost A ETB100 to B for ETB150.


» At 31 December 2015 B’s inventory included ETB60 inventory
bought from A.
» B’s surplus for the year ended 31 December 2015 = ETB400.
» Ignore taxation effects.

© Michael JC Wells 55
Consolidated financial statements
expanded example with downstream sale of inventory and NCI
56
Proforma consolidating entries to eliminate downstream intra-group sale of
inventories and the unrealised profit in inventories:

Debit Credit
Revenue: surplus or deficit (revenue) 150
Expense: surplus or deficit (cost of goods sold) 150
Expense: surplus or deficit (cost of goods sold) 20
Asset: inventories 20

56
Consolidated financial statements
expanded example with downstream sale of inventory and NCI
57
Calculation of the allocation of surplus for the year (2015) to the
NCI
Debit Credit
NCI profit allocation 95
NCI (equity) 95

B’s surplus for 2015 400


Less depreciation adjustment (20) 380
25% attributable to NCI 95

© Michael JC Wells 57
Consolidated financial statements
further expanded example now with upstream (B to A) sale of inventory
58
Same proforma journal entries as in previous example except adjustment to
NCI share of profit now also adjusted for unrealised profit in intragroup
inventory:
Debit Credit
NCI surplus allocation 90
NCI (equity) 90
B’s surplus for 2015 400
Less depreciation adjustment (20)
Less inventory adjustment (20) 360
25% attributable to NCI 90
© Michael JC Wells 58
Consolidated financial statements
some other consolidation issues
59
» Uniform reporting date (unless impracticable)
» Uniform accounting policies
» Revenue and expenses of a controlled entity are included in
consolidated financial statements from the acquisition date until
the date on which the controlling entity ceases to control its
controlled entity
» Presentation currency

© Michael JC Wells 59
Consolidated financial statements
presentation currency
60
» A group can choose to present its consolidated financial
statements in any presentation currency
» When a group contains individual entities with different
functional currencies income and expense and financial position
of each ‘underlying’ entity are expressed in a common currency
so that consolidated financial statements may be presented

© Michael JC Wells 60
Consolidated financial statements
translating into the presentation currency
61
» To translate foreign operations into the presentation currency of
the consolidated financial statements:
» translate assets and liabilities at the closing rate on reporting date;
» translate income and expenses at exchange rates at the dates of the
transactions (can use average rate if difference is not material); and
» recognise resulting exchange differences directly in net assets/equity
» if partly owned controlled entity, allocate relevant part to the non-
controlling interest (NCI)

© Michael JC Wells 61
Consolidated financial statements
disposal of controlled entity
62
» Gain or loss on disposal of a controlled entity =
» proceeds from disposal of a controlled entity;
» less carrying amount of its net assets measured from the group’s
perspective at the date of disposal
» adjusted for recycling of cumulative exchange differences that relate to a foreign
controlled entity recognised in equity

62
Consolidated financial statements
lose control over controlled entity but retain interest (investment) in it
63
» Entity ceases to be a controlled entity but investor still holds
investment in former controlled entity, account for investment
as:
» financial instrument;
» associate (if significant influence); or
» joint venture (if joint control)
» Remeasure remaining interest when control is lost and
recognise gain or loss in surplus or deficit.

© Michael JC Wells 63
Consolidated financial statements
test your understanding: acquisition of the NCI
64
» Since its formation Z was owned 75% by Charity A and 25% by B.
» When Z’s equity was ETB100,000, Charity A acquires B’s 25%
interest in Z at its fair value of ETB60,000.
How would Charity A present the acquisition of the shares in Z in its
consolidated statement of changes in equity? Choose one of:
1) ETB25,000 as a reduction in NCI?
2) ETB60,000 as a reduction in NCI?
3) ETB25,000 as a reduction in NCI and ETB35,000 as a reduction in equity
attributable to the controlling shareholder (eg retained earnings).

© Michael JC Wells 64
Consolidated financial statements
test your understanding: sale of shares in controlled entity without loosing control
65
» Since its formation Z was owned 75% by Charity A and 25% by B.
» When Z’s equity is ETB100,000, Charity A sells a 25% interest in Z
at its fair value of ETB60,000 (A now owns 50% of Z but Charity A
still controls Z).
How would Charity A present the disposal of the shares in Z in its
consolidated statement of changes in equity? Choose one of:
1) ETB25,000 as an increase in NCI?
2) ETB60,000 as an increase in NCI?
3) ETB25,000 as an increase in NCI and ETB35,000 as an increase in
equity attributable to the controlling shareholder (eg retained earnings).

© Michael JC Wells 65
Consolidated financial statements
test your understanding: sale of shares in controlled entity and control lost

» Since its formation Z was owned 75% by Charity A and 25% by B.


When Z’s equity is ETB100,000, Charity A sells a 25% interest in
Z at its fair value of ETB60,000 (A now owns 50% and Charity A
loses control of Z).
How would the group present the effects of this transaction in its
consolidated surplus or deficit? Choose one of:
1) ETB70,000 recognising gain on 50% of Z continuing to hold
2) ETB35,000 gain on 25% of Z sold
3) ETB105,000 revenue (ETB70,000 recognising gain on 50% of Z
continuing to hold + ETB35,000 gain on 25% sold)
© Michael JC Wells 66
Treasury shares
Equity instrument
treasury shares 68

» Treasury shares
» Equity instruments that an entity or group hold(s) in itself
» Treasury shares are deducted from equity
» Gain or loss on purchase/sale of treasury shares recognised directly in
equity

68
Example 1: acquisition of treasury shares
69
» Transaction: on 1 January 2016 Charity A pays ETB1,500 million
(fair value) to buy 20% of its issued ordinary shares in a deep and
liquid market.
» Economics: Charity A pays ETB1,500 million to extinguish former
shareholders’ ETB1,500 million claim against its assets.
» Accounting:
» Debit: net asset/equity (treasury shares) ETB1,500 million (ie reduce net
assets/equity by ETB1,500 million)
» Credit: asset (cash) ETB1,500 million (ie reduce asset cash by ETB1,500
million)
© Michael JC Wells 69
Example 2
treasury shares 70

» Entity B is a 100% owned controlled entity of Entity A


» On 1 March 20x1, Entity B purchased 100 shares in Entity A at
a price of ETB200 each
» On 30 June 20x1, Entity B still held the shares. The share price
on that day was ETB225

70
Example 2
treasury shares continued 71

Group journal entries


Debit: consolidated equity 20,000
Credit: cash 20,000
To record the purchase of treasury shares on 1 March 20x1

» Net effect: reduction in Group cash of ETB20,000 and reduction in group


equity of ETB20,000

71
Example 2
treasury shares continued 72

Journal entries: Entity B’s separate financial statements


Debit: investment in shares 20,000
Credit: cash 20,000
To record the purchase of shares on 1 March 20x1
Debit: investment in shares 2,500
Credit: surplus on shares 2,500
To record the change in the fair value of investment to 30 June 20x1
» Net effect of reduction in cash ETB20,000, Increase in investments
ETB22,500 and profit ETB2,500
72
Example 2
treasury shares continued 73

Consolidating journal entries (only if starting point was separate financial statement
information)
Debit: consolidated equity 20,000
Credit: investment in shares 20,000
To eliminate the purchase of treasury shares on 1 March 20x1
Debit: surplus on shares 2,500
Credit: investment in shares 2,500
To eliminate the recorded price increase to 30 June 20x1

» Net effect, reduction in Group cash of ETB20,000 and reduction in group equity of
ETB20,000

73
Separate financial statements
Separate financial statements
75
» IPSAS does NOT require presentation of separate financial
statements.
» However, if an entity does present separate financial statements it
must account for investments in controlled entities, associates and
relevant joint arrangements in separate financial statements using:
» cost less impairment;
» at fair value;
» the equity method; or
» can elect different policy from 1) to 3) above for each ‘investment’ category.

© Michael JC Wells 75
Joint arrangements
Joint arrangements
IPSAS 37 Joint Arrangements

Joint control exists where the parties, or a group of parties, have joint control
of the arrangement. Two types of joint arrangements:
1. Joint operations
» Parties that have rights to the assets and obligations for the liabilities
relating to the arrangement are parties to a joint operation.
» A joint operator accounts for assets, liabilities and corresponding revenues and
expenses arising from the arrangement.
2. Joint ventures
» Parties that have rights to the net assets of the arrangement are parties to
a joint venture.
» A joint venturer accounts for an investment in the arrangement (the joint venture)
using the equity method (unless investment entity exception applies). 77
IPSAS 38 Disclosure of Interests in Other
Entities
Scope 79

Combined disclosure Standard for:


» controlled entities;
» joint arrangements;
» associates; and
» unconsolidated structured entities.

79
Disclosure objective 80

To disclose information that helps users of financial statements


evaluate:
» the nature of, and risks associated with, an entity’s interests in
other entities; and
» the financial effects of those interests on the entity’s financial
position, financial performance and cash flows.

80
Satisfying the disclosure objective 81

Disclose
» significant judgements and assumptions made
» information about interests in:
» controlled entities
» joint arrangements and associates
» unconsolidated structured entities
» any additional information that is necessary to meet the
disclosure objective

81
For controlled entities disclose… 82

» The composition of the group (including any changes)


» Involvement of NCI in the group’s activities (including surplus or
deficit allocation and summarised financial information for
controlled entities with large NCI)
» The effect of significant or unusual restrictions on assets and
liabilities
» The nature of, and changes in, the risks associated with
structured entities

82
For unconsolidated structured entities disclose… 83

» Nature, extent and financial effects of interests. For example:


» nature, purpose, size, activities and financing
» for sponsors not providing other risk disclosures
» type of revenue earned
» the carrying amount of all assets transferred
» Nature of and changes in risks associated with interests
» carrying amount of the assets and liabilities recognised
» maximum exposure to loss and comparison to carrying amounts
» non-contractual support provided

83
For joint arrangements and associates disclose… 84

» Nature, extent and financial effects of interests eg:


» name and nature when individually-material
» summarised financial information for each individually-material JV and
associate, and in total for all others
» fair value where individually material if quoted
» unrecognised share of losses of JVs and associates
» nature and extent of restrictions on transfer of funds
» Nature of and changes in risks associated with interests
» commitments and contingent liabilities

84

You might also like