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Consolidated Statement of Financial Position

Consolidated Statement of Financial Position

 

 

Consolidated Statement of Financial Position

Chapter 18 Consolidated Statement of Financial Position

1.       Objectives

1.1       Define a parent, a subsidiary, a group, non-controlling interest, group accounts and consolidated financial statements.
1.2       Discuss the legal requirements of group accounts and the relevant requirements of HKAS 27.
1.3       Explain the disclosure requirements of group accounts under HKAS 27.
1.4       Explain the consolidation procedures and relevant conceptual issues, in particular, with regard to:
(i)         goodwill;
(ii)        non-controlling interest.
1.5      Prepare the consolidated statement of financial position for a group of companies with a simple structure.

2.       Definitions

2.1

Definitions

 

  1. Subsidiary – An entity that is controlled by another entity (known as the parent).

In accordance with Section 2(4) of the Companies Ordinance, a subsidiary shall be deemed to be a subsidiary of another company if that another company:
(i)      controls the composition of the board of directors of the investee company; or
(ii)     controls more than 50% of the voting power of the investee company; or
(iii)    owns more than 50% of the issued equity share capital of the investee company.

HKAS 27 widens the definition of a subsidiary based on the concept of control. It defines a subsidiary as an enterprise that is controlled by another enterprise (known as the parent). For this purpose, control is defined as the power to govern the financial and operating policies of another enterprise so as to obtain benefits from its activities.

Adopting the wide definition of a subsidiary in HKAS 27 could result in an enterprise being classified as a subsidiary when the enterprise does not meet the legal definition of a subsidiary under the Companies Ordinance.
(b)       Parent – is an entity that has one or more subsidiaries.
(c)        Group companies – consist of a holding company and its subsidiaries.
(d)        Group accounts – are the financial statements of a group of companies.
(e)        Consolidated financial statements – is one particular form of group accounts that represent the financial information as if they were the financial statement of a single entity.
(f)        Non-controlling interest (Minority interests) – is the entity in a subsidiary not attributable, directly or indirectly, to a parent.
(g)        Pre-acquisition profits – are the reserves which exist in a subsidiary company at the date when it is acquired. They are capitalized at the date of acquisition by including them in the goodwill calculation.
(h)        Post-acquisition profits – are profits made and included in the retained earnings of the subsidiary company following acquisition. They are included in group retained earnings.

3.       Control and Special Purpose Entity


(A)       Concept of control

3.1

Definition

 

HKAS 27 establishes a parent-subsidiary relationship on the concept of control. Control is the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities.

3.2       Control is presumed to exist when the parent owns, directly or indirectly through subsidiaries, more than one half of the voting power of an enterprise. Control also exists even when the parent owns one half or less of the voting power of an enterprise when there is:
(i)         power over more than one half of the voting rights by virtue of an agreement with other investors;
(ii)        power to govern the financial and operating policies of the enterprise under a statute or an agreement;
(iii)       power to appoint or remove the majority of the members of the board of directors or equivalent governing body; or
(iv)       power to cast the majority of votes at meetings of the board of directors or its equivalent.

3.3

Example 1

 

ABC Ltd is considering an investment in Samson, the capital structure of which is as follows: 10,000 class A voting ordinary shares and 10,000 class B non-voting ordinary shares. Both classes of shares have the same dividend rights.

Required:

Describe the appropriate group accounting for Samson if:

(a)       ABC Ltd purchases 6,000 class A ordinary shares.
(b)       ABC Ltd purchases 10,000 class B and 4,000 class A ordinary shares.

Solution:

(a)       ABC Ltd has purchased 6,000 of the 10,000 class A voting shares. With 60% of the voting shares ABC should control Samson. Samson should therefore be treated as a subsidiary.
(b)       ABC Ltd has purchased 4,000 of the 10,000 class A voting shares and 10,000 class B non-voting shares. As ABC 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.

 

(B)       Special purpose entity

3.4       Special purpose entities (SPEs) (also known as vehicles and quasi-subsidiaries) are legally independent entities that are used to take on the loans or liabilities of another enterprise. An enterprise (often referred to as the sponsor) will sell assets to the SPE, but retain the right to use the asset and gain from any future increase in its value. The SPE normally has no assets or capital of its own. It will borrow the money needed to buy the asset from a “capital provider”.
3.5       The purpose of SPEs is to remove assets and liabilities from the balance sheet of the sponsor. This has the effect of improving the return on capital employed and gearing of the sponsor.
3.6       HKAS-Int 12 “Consolidation – Special Purpose Entities” states that an enterprise should consolidate an SPE if it controls that SPE. A reporting enterprise probably has control over an SPE if:
(i)         in substance, the activities of the SPE are being conducted on behalf of the enterprise according to its specific business needs so that the enterprise obtains benefits from the SPE’s operation;
(ii)        in substance, the enterprise has the decision-making powers to obtain the majority of the benefits of the activities of the SPE;
(iii)       in substance, the enterprise has rights to obtain the majority of the benefits of the SPE and therefore may be exposed to risks incident to the activities of the SPE; or
(iv)       in substance, the enterprise retains the majority of the residual or ownership risks related to the SPE or its assets in order to obtain benefits from its activities.

4.       Exclusion and Exemption of Subsidiaries from Consolidation

(A)       Exclusion of subsidiaries

4.1       The rules on exclusion of subsidiaries from consolidation are necessarily strict, because this is a common method used by enterprises to manipulate their results. If a subsidiary which carries a large amount of debt can be excluded, then the gearing of the group as a whole will be improved. In other words, this is a way of taking debt off the balance sheet.

 

 

4.2

Key Point

 

HKAS 27 prescribes only one circumstance when a subsidiary should be excluded from consolidation. This happen when there is evidence that if there are severe restrictions on the ability of the subsidiary to act independently that are so great that control is lost, then it should not be consolidated. In particular, it notes that loss of control could occur when the subsidiary becomes subject to the control of a government, court, administrator or regulator, or as a result of a contractual agreement, even though there is no indication in share ownership. They should be accounted for under HKAS 39, as investments stated at fair value.

4.3       The previous Standard required a subsidiary to be excluded from consolidation where control is intended to be temporary: the subsidiary was acquired and is held exclusively with a view to its subsequent disposal within twelve months from acquisition and management is actively seeking a buyer. This exclusion has now been removed; subsidiaries held for sale must be consolidated.
4.4       Subsidiaries held for sale are accounted for in accordance with HKFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”.
4.5       It is important to note that exclusion of subsidiaries from consolidation under the reasoning of dissimilar activities is not permitted under HKAS 27.
4.6       Accounting standards do not apply to immaterial items. Therefore an immaterial subsidiary need not be consolidated.
4.7       Summary:


Reason

HKAS 27

Treatment

Severe long-term restrictions meaning loss of control

Mandatory exclusion

Non-current asset investment per HKAS 39

Temporary investment

Mandatory inclusion

Consolidate per HKFRS 5

Different activities

Mandatory inclusion

Consolidate. Prepare HKAS 14 segment information

Immaterial

Not applicable

Optional

4.8

Example 2

 

(a)     X, an international manufacturing group, has a subsidiary undertaking, Z, which is an insurance company. Can the group be exempted from consolidating Z on the grounds of different activities?
(b)     A owns a subsidiary undertaking, P, which is located in an African state where the Government has for a number of years frozen all remittances out of the country by private individuals and companies.

Does A need to include P in its consolidated accounts?

Solution:

(a)     Z must be included under HKAS 27.

(b)    It depends on whether A controls P. Control is defined as the power to govern the financial and operating policies so as to obtain benefit. The current freeze on remittances does not in itself prove that A does not control P. So P should be included. The actual relationship between A and P must be investigated to decide whether control exists.

(B)       Exemption from preparing group accounts

4.9       A parent need not present consolidated financial statements if and only if:
(i)         it is a wholly-owned subsidiary or it is a partially owned subsidiary of another entity and its other owners, including those not otherwise entitled to vote, have been informed about, and do not reject to, the parent not presenting consolidated financial statements;
(ii)        its securities are not publicly traded;
(iii)       it is not in the process of issuing securities in public securities markets; and
(iv)       the ultimate or intermediate parent publishes consolidated financial statements that comply with Hong Kong Financial Reporting Standards.

5.       Different Reporting Dates and Different Accounting Policies

(A)       Reporting dates

5.1       Both Section 127(1) of the Companies Ordinance and HKAS 27 requires that the financial year-ends of all group companies must coincide.
5.2       If the subsidiary does not prepare conterminous financial statements to the same reporting date as the parent, the financial statements of that subsidiary should be adjusted for the effects of significant transactions or other events that occur between the two different dates.
5.3       HKAS 27 includes a further restriction that the difference between reporting dates should not exceed three months.

(B)       Accounting policies

5.4       Consolidated financial statements should be prepared using uniform accounting policies for like transactions and other events in similar circumstances.
5.5       If it is not practicable to do so, HKAS 27 requires the reason be disclosed together with the proportions of the items in the consolidated financial statements to which the different accounting policies have been applied.


6.       Disclosure Requirements

6.1       The disclosures required by HKAS 27 are as follows:
(i)         The reasons for not consolidating the subsidiaries, their summarized financial information, either individually or in groups, including the amount of total assets, total liabilities, revenues and profit or loss.
(ii)        The reasons for consolidating the subsidiaries which the parent does not have majority voting control.
(iii)       The nature and extent of any significant restrictions (e.g. resulting from borrowing arrangements or regulatory requirements) on the ability of subsidiaries to transfer funds to the parent in the form of cash dividends or to repay loans or advances.
(iv)       If the group elected only to present the parent’s financial statements, and not consolidating its subsidiaries, jointly controlled entities and associates, those separate financial statements shall disclose the method of accounting for investments in subsidiaries, jointly controlled entities and associates.


7.       The Basic Consolidation of Statement of Financial Position

7.1

Steps for Preparing the Consolidated Statement of Financial Position

 

(W1) Shareholding in the subsidiary

(W2) Consolidation adjustments.

(W3) Net assets of subsidiary

 

At date of acquisition

At the reporting date

 

$

$

Share capital

X

X

Reserves:

 

 

Share premium

X

X

Retained earnings

X

X

 

X

X

(W4) Goodwill

 

$

Parent holding (investment) at fair value

X

NCI value at acquisition (*)

X

 

X

Less:

 

Fair value of net assets at acquisition (W2)

(X)

Goodwill on acquisition

X

Impairment of goodwill

(X)

Carrying goodwill

X

(*) 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).

(W5) Non controlling interest

 

$

NCI value at acquisition (as in W3)

X

NCI share of post-acquisition reserves (W2)

X

NCI share of impairment (fair value method only)

(X)

 

X

(W6) Group retained earnings

 

$

P’s retained earnings (100%)

X

P’s % of sub’s post-acquisition retained earnings

X

Less: Parent share of impairment (W3)

(X)

 

X

 

(A)       Goodwill

7.2

Goodwill

 

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

Goodwill arising on consolidation is the difference between the cost of an acquisition and the fair value of the subsidiary’s net assets acquired.

7.3

Treatment of Goodwill

 

(a)       Positive goodwill:
(i)         Capitalised as an intangible non-current asset.
(ii)        Tested annually for possible impairments.
(iii)       Amortisation of goodwill is not permitted by the standard.

(b)       Impairment of positive goodwill:
If goodwill is considered to have been impaired during the post-acquisition period it must be reflected in the group financial statements. Accounting for the impairment differs according to the policy followed to value the non-controlling interests.

(i)         Proportion of net assets method:

Dr Group reserves
Cr Goodwill

(ii)        Fair value method – the goodwill in the statement of financial position includes goodwill attributable to the non-controlling interest. In this case the double entry will reflect the non-controlling interest proportion based on their shareholding as follows:

Dr Group reserves (% of impairment attributable to the parent)
Dr NCI (% of impairment attributable to NCI)
Cr Good will

(c)       Negative goodwill:
(i)         Arises where the cost of the investment is less than the value of net assets purchased.
(ii)        HKFRS 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.
(iii)       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.
(iv)       After such a review, any negative goodwill remaining is credited directly to the income statement.

 

7.4

Example 3

 

The following statements of financial position were extracted from the books of two companies at 31 December 2010.

 

H Ltd

S Ltd

Non-current assets

$

$

Property, plant and equipment

75,000

11,000

Investments in S

27,000

-

 

102,000

11,000

Current assets

214,000

33,000

Total assets

316,000

44,000

 

 

 

Equity and liabilities

 

 

Equity

 

 

Share capital

80,000

4,000

Share premium

20,000

6,000

Retained earnings

40,000

9,000

 

140,000

19,000

 

 

 

Current liabilities

176,000

25,000

Total equity and liabilities

316,000

44,000

H acquired all of the share capital of S one year ago. The retained earnings of S stood at $2,000 on the day of acquisition. Goodwill is calculated using the proportion of net asset method. There has been no impairment of goodwill since acquisition.

Prepare the consolidated statement of financial position of H Ltd as at 31 December 2010.

Solution:

W1   Shareholdings in S Ltd.

 

%

Group

100

Non-controlling interest

-

 

100

W2   Net asset of S Ltd

 

At date of acquisition

At the reporting date

 

$

$

Share capital

4,000

4,000

Reserves:

 

 

Share premium

6,000

6,000

Retained earnings

2,000

9,000

 

12,000

19,000

 

W3      Calculation of Goodwill

 

$

Parent holding (investment) at fair value

27,000

Less: Fair value of net assets at acquisition (W2)

(12,000)

Goodwill on acquisition

15,000

W4   Non-controlling interest
Not applicable to this example as S Ltd is 100% owned.

W5   Group retained earnings

 

$

H Ltd:

40,000

S Ltd: 100% x (19,000 – 12,000)

7,000

 

47,000

Consolidated statement of financial position as at 31 December 2010

Non-current assets

$000

Goodwill (W3)

15

Property, plant and equipment (75,000 + 11,000)

86

Current assets (214,000 + 33,000)

247

Total assets

348

 

 

Equity and liabilities

 

Equity

 

Share capital (H Ltd only)

80

Share premium (H Ltd only)

20

Group retained earnings (W5)

47

 

147

Current liabilities (176,000 + 25,000)

201

Total equity and liabilities

348

 

(B)       Non-controlling interests

7.5

Computation of Non-controlling Interests

 

HKFRS 3 allows two alternative ways of calculating non-controlling interest in the group statement of financial position. Non-controlling interest can be valued at:
(a)    Proportion of net assets method – NCI value = NCI % × fair value of net assets at acquisition; or
(b)    Fair (full) value method – NCI value = fair value of NCI’s holding at acquisition (number of shares NCI own × subsidiary share price).

7.6

Example 4 – Proportion of net assets method

 

The draft statements of financial position of H Ltd and S Ltd on 31 December 2010 are as follows.

 

H Ltd

S Ltd

Non-current assets

$000

$000

Property, plant and equipment

90

100

Investments in S at cost

110

-

 

200

100

Current assets

50

30

Total assets

250

130

 

 

 

Equity and liabilities

 

 

Equity

 

 

Share capital $1

100

100

Retained earnings

120

20

 

220

120

 

 

 

Current liabilities

30

10

Total equity and liabilities

250

130

H Ltd had bought 80% of the ordinary shares of S Ltd on 1 January 2010 when the retained earnings of S Ltd were $15,000. No impairment of goodwill has occurred to date.

Prepare the consolidated statement of financial position of H Ltd as at 31 December 2010, assuming that the H group values the non-controlling interest using the proportion of net assets method.

Solution:

W1   Shareholdings in S Ltd.

 

%

Group

80

Non-controlling interest

20

 

100

W2   Net asset of S Ltd

 

At date of acquisition

At the reporting date

 

$000

$000

Share capital

100

100

Retained earnings

15

20

Net assets

115

120

W3      Calculation of Goodwill

 

$000

Parent holding (investment) at fair value

110

NCI value at acquisition (20% x 115 (W2))

23

 

133

Less: Fair value of net assets at acquisition (W2)

(115)

Goodwill on acquisition

18

W4   Non-controlling interest

 

$000

NCI value at acquisition (W3)

23

NCI share of post acquisition reserves [20% x (120 – 115)]

1

 

24

W5   Group retained earnings

 

$000

H Ltd

120

S Ltd: 80% x (120 – 115(W2))

4

 

124

Consolidated statement of financial position as at 31 December 2010

Non-current assets

$000

Goodwill (W3)

18

Property, plant and equipment (90,000 + 100,000)

190

 

208

Current assets (50,000 + 30,000)

80

Total assets

288

 

 

Equity and liabilities

 

Equity

 

Share capital (H Ltd only)

100

Retained earnings (W5)

124

 

224

Non-controlling interest (W4)

24

 

248

Current liabilities (30,000 + 10,000)

40

Total equity and liabilities

288

 

7.7

Exercise 1 – Fair value method

 

The draft statements of financial position of H Ltd and S Ltd on 31 December 2010 are as follows.

 

H Ltd

S Ltd

Non-current assets

$

$

Property, plant and equipment

85,000

18,000

Investments in S at cost

60,000

-

 

145,000

18,000

Current assets

160,000

84,000

Total assets

305,000

102,000

 

 

 

Equity and liabilities

 

 

Equity

 

 

Share capital $1

65,000

20,000

Share premium

35,000

10,000

Retained earnings

70,000

25,000

 

170,000

55,000

 

 

 

Current liabilities

135,000

47,000

Total equity and liabilities

305,000

102,000

H Ltd had bought 80% of the ordinary shares of S Ltd on 1 January 2010 when the retained earnings of S Ltd were $20,000. On this date, the fair value of the 20% non-controlling shareholding in S Ltd was $12,500.

No impairment of goodwill has occurred to date.

Required:

Prepare the consolidated statement of financial position of H Ltd as at 31 December 2010, assuming that the H group values the non-controlling interest using the fair value method.

 

(C)       Fair value of consideration and net assets

7.8

Fair value of consideration and net assets

 

To ensure that an accurate figure is calculated for goodwill:
(a)       the consideration paid for a subsidiary must be accounted for at fair value;
(b)       the subsidiary’s identifiable assets and liabilities acquired must be accounted for at their fair values.

7.9       The subsidiary’s identifiable assets and liabilities are included in the consolidated accounts at their fair value for the following reasons.
(a)        Consolidated accounts are prepared from the perspective of the group, rather than from the perspectives of the individual companies. The book values of the subsidiary’s assets and liabilities are largely irrelevant, because the consolidated accounts must reflect their cost to the group, not their original cost to the subsidiary. The cost to the group is their fair value at the date of acquisition.
(b)        Purchased goodwill is the difference between the value of an acquired entity and the aggregate of the fair value of that entity’s identifiable assets and liabilities. If fair values are not used, the value of goodwill will be meaningless.

(D)       Calculation of cost of investment

7.10

The cost of acquisition

 

The cost of acquisition includes the following elements:
(a)       Cash paid; and
(b)       fair value of any other consideration, i.e. deferred/ contingent considerations and share exchanges.

7.11     Incidental costs of acquisition such as legal, accounting, valuation and other professional fees should be expensed as incurred. The issue costs of debt or equity associated with the acquisition should be recognized in accordance with HKAS 39.

(a)       Deferred and contingent consideration

7.12     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.
(a)        Deferred consideration should be measured at fair value at the date of the acquisition, i.e. a promise to pay an agreed sum on a predetermined date in the future taking into account the time value of money.
(b)        The fair value of any deferred consideration is calculated by discounting the amounts payable to present value at acquisition.
(c)        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.

(b)       Share exchange

7.13     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.

7.14

Example 5 – Calculation of cost of investment

 

H Ltd acquires 24 million $1 shares (80%) of the ordinary shares of S Ltd by offering a share-for-share exchange of two shares for every three shares acquired in S Ltd and a cash payment of $1 per share payable three years later. H Ltd’s shares have a nominal value of $1 and a current market value of $2. The cost of capital is 10% and $1 receivable in 3 years can be taken as $0.75.

Required:

(a)       Calculate the cost of investment and show the journals to record it in H Ltd’s accounts.
(b)       Show how the discount would be unwound.

Solution:

(a)    Cost of investment

 

$m

Deferred cash (at present value) [$0.75 x ($1 x 24m)]

18

Shares exchange [(24m x 2/3) x $2]

32

 

50

$50m is the cost of investment for the purposes of the calculation of goodwill.

 

$m

Dr Cost of investment in subsidiary

50

Cr Non-current liabilities – deferred consideration

18

Cr Share capital (16m shares x $1)

16

Cr Share premium (16m shares x $1)

16

(b)    Unwinding the discount
$18m x 10% = $1.8m

 

$m

Dr Finance cost

1.8

Cr Non-current liabilities – deferred consideration

1.8

For the next three years the discount will be unwound, taking the interest to finance cost until the full $24 million payment is made in Year 3.

(E)       Fair value of net assets acquired

7.15     HKFRS 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.
7.16     Adjustments will therefore be required where the subsidiary’s accounts themselves do not reflect fair value.

7.17

Exercise 2 – Fair value of net assets adjustment

 

H Ltd acquired 80% of the share capital of S Ltd two years ago, when the reserves of S Ltd stood at $125,000. H Ltd paid initial cash consideration of $1 million. Additionally H Ltd issued 200,000 shares with a nominal value of $1 and a current market value of $1.80. It was also agreed that H Ltd would pay a further $500,000 in three years’ time. Current interest rates are 10% pa. The appropriate discount factor for $1 receivable three years from now is 0.751. The shares and deferred consideration have not yet been recorded.

Below are the statements of financial position of H Ltd and S Ltd as at 31 December 2010:

 

H Ltd

S Ltd

Non-current assets

$000

$000

Property, plant and equipment

5,500

1,500

Investments in S at cost

1,000

-

 

6,500

1,500

Current assets

 

 

Inventory

550

100

Receivables

400

200

Cash

200

50

Total assets

7,650

1,850

 

 

 

Equity and liabilities

 

 

Equity

 

 

Share capital

2,000

500

Retained earnings

1,400

300

 

3,400

800

Non-current liabilities

3,000

400

Current liabilities

1,250

650

Total equity and liabilities

7,650

1,850

At acquisition the fair values of S Ltd’s plant exceeded its book value by $200,000. The plant had a remaining useful life of five years at this date.

For many years S Ltd has been selling some of its products under the brand name of “Spearmint”. At the date of acquisition the directors of H Ltd valued this brand at $250,000 with a remaining life of 10 years. The brand is not included in S Ltd’s statement of financial position.

The consolidated goodwill has been impaired by $258,000.

The H 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.

Required:

Prepare the consolidated statement of financial position of H Ltd as at 31 December 2010.

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Consolidated Statement of Financial Position

 

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Consolidated Statement of Financial Position

 

 

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Consolidated Statement of Financial Position