Consolidation
Consolidation
Certainly! Here’s an explanation of the key topics under IFRS 10, which deals with the
principles for the presentation and preparation of consolidated financial statements (FS):
1. Principles for Presentation and Preparation of Consolidated Financial Statements:
Consolidated Financial Statements (CFS): These are financial statements that present the
financial position and performance of a parent entity and its subsidiaries as a single economic
entity.
Purpose: The goal is to provide a clear view of the financial position of the entire group
(parent and subsidiaries) to users of financial statements, reflecting the economic realities of
control and ownership.
2. Requirement for Parent Entities to Present Consolidated Financial Statements:
Mandatory Requirement: IFRS 10 mandates that any entity that qualifies as a parent must
prepare consolidated financial statements, unless it meets specific criteria for exemption.
Exemptions: A parent may not be required to consolidate if it is a wholly-owned subsidiary
or is a subsidiary of another entity that prepares consolidated financial statements.
3. Definition of Control:
Control as a Basis for Consolidation: Control is central to determining which entities are
consolidated. According to IFRS 10, an investor controls an investee when it meets all the
following criteria:
Power: The investor has the current ability to direct the relevant activities of the investee.
This can be through voting rights or other means.
Returns: The investor has rights to variable returns from its involvement with the
investee, which may include dividends, profit sharing, or other financial benefits.
Ability to Use Power: The investor has the ability to use its power to affect the amount
of returns. This means that the investor can make decisions that significantly influence the
performance of the investee.
4. Assessing Control:
Continuous Assessment: Control is not a one-time assessment; it must be re-evaluated when
facts and circumstances change.
Potential Voting Rights: Consideration is given to potential voting rights that are currently
exercisable, as they might indicate control even if not exercised.
5. Consolidation Procedures:
Combining Financial Statements: The financial statements of a parent and its subsidiaries
are combined line by line by adding together like items of assets, liabilities, equity, income,
and expenses.
Elimination of Intra-group Transactions: All intra-group balances, transactions, income, and
expenses must be eliminated in full to prevent double counting.
Slide 04
Here's a concise elaboration based on your definition of consolidated financial statements,
including key components and concepts:
Definition of Consolidation
Consolidation is the process of combining the separate financial statements (FS) of a parent
company and its subsidiaries into a single set of financial statements. This process treats the
parent and its subsidiaries as one economic entity for external reporting purposes.
Key Concepts
1. Parent Company
Definition: A parent company is an entity that controls one or more subsidiaries. Control is
defined by the ability to direct the relevant activities of the subsidiaries and to benefit from
their returns.
Role: The parent is responsible for preparing consolidated financial statements that reflect
the overall financial position and performance of the entire group.
2. Subsidiary
Definition: A subsidiary is any entity that is controlled by another entity (the parent). This
control can arise through ownership of a majority of voting rights, contractual agreements, or
other means.
Characteristics: Subsidiaries maintain their separate legal status but are included in the
consolidated financial statements of the parent.
3. IFRS Requirements
Mandate for Consolidated FS: Given the preference for a unified financial view, IFRS
(International Financial Reporting Standards) mandates the preparation of consolidated
financial statements for the entire family of companies. This requirement is rooted in the
principle that consolidated financial statements best reflect the economic reality of the group.
Transparency and Accountability: By consolidating financial results, stakeholders receive a
clearer, more transparent representation of the group's financial position, performance, and
cash flows, enhancing accountability.
Slide 07
Certainly! Here’s a detailed explanation of the exemptions from preparing consolidated
financial statements under IFRS, based on the conditions you've outlined.
When determining whether an investor has control over an investee, it is essential to follow a
systematic approach that includes identifying relevant activities, decision-making processes,
and the investor's rights. Here are the key steps:
1. Identify Relevant Activities
Definition: Relevant activities are those that significantly affect the investee's returns
(profits). These activities can include operating decisions, financial decisions, and other
activities that impact the performance of the investee.
Examples of Relevant Activities:
Sales and Marketing: Strategies that influence revenue generation.
Financing Activities: Decisions regarding debt and equity financing.
Operational Management: Management of day-to-day operations, including production
and service delivery.
Investment Decisions: Allocation of resources for capital expenditures.
2. Identify Decision-Making Processes
Understanding Governance: Assess how decisions regarding the relevant activities are
made. This involves examining the governance structure of the investee.
Decision-Making Bodies: Identify key decision-making bodies, such as the board of
directors, management teams, or committees, and their roles in influencing relevant activities.
Voting Rights: Consider how voting rights are distributed among shareholders, including the
impact of majority or minority voting rights on decision-making.
Relative Size and Dispersion of Other Vote Holders (De Facto Control):
Influence through Structure: An investor can exert control if the other shareholders are
widely dispersed, meaning no single shareholder or group holds a significant stake. In this
case, the investor’s smaller shareholding can still confer control due to the lack of coordinated
opposition from other shareholders.
Practical Control: This situation may arise in smaller firms or startups where the
investor’s voice is more influential in decision-making due to the lack of organized voting
blocs.
Slide 10
Here's an assessment of whether A controls Z in each of the scenarios you provided, based on
the principles of control under IFRS.
Control Assessment Scenarios
A owns 100% of Z:
Assessment: Yes, A controls Z.
Reasoning: Owning 100% of Z means A has full control over all decision-making
processes and relevant activities.
A owns 51% of Z:
Assessment: Yes, A controls Z.
Reasoning: Holding a majority (more than 50%) of the voting rights gives A the ability to
direct relevant activities and make decisions that affect Z’s returns.
A owns 50% of Z:
Assessment: Not necessarily. Control is not automatically established.
Reasoning: While A has significant influence, it does not hold a majority of voting rights.
Control would depend on the voting arrangements with other shareholders or any additional
rights A may have.
A owns 50% of Z and holds currently exercisable ‘in the money’ options to acquire another
100 shares in Z:
Assessment: Yes, A likely controls Z.
Reasoning: The currently exercisable options can effectively increase A's voting rights to
above 50% if exercised. Thus, A would be able to direct relevant activities, establishing
control.
Slide 11
In this scenario, Entity A is assessing whether it has control over Entity B based on its 45%
ownership of the ordinary shares and other factors. Let's analyze the situation:
Assessment of Control
Ownership Percentage:
Entity A owns 45% of the ordinary shares of Entity B. This percentage does not constitute
a majority; however, it is significant, especially since A is the largest shareholder.
Decision-Making Influence:
The ability to appoint the majority of the board implies that Entity A can control the
governance and strategic direction of Entity B. This includes decisions related to operations,
finance, and other activities that significantly affect Entity B's returns.
Conclusion
Entity A likely has control over Entity B, and thus, would need to consolidate the financial
statements of Entity B.
Reasons:
De Facto Control: Control can exist without a majority of voting rights if other factors
enable the investor to direct relevant activities. In this case, the ability to appoint the majority
of the Board of Directors gives Entity A the power to control decisions that significantly
impact Entity B.
Largest Shareholder: As the largest shareholder, Entity A has a greater influence over
decisions compared to other shareholders, which further supports the assessment of control.
Special Rights: The special rights specified in the founding documents provide Entity A
with a unique position to exert control, reinforcing that it can direct the activities of Entity B
effectively.
Slide 13
Certainly! Here’s an overview of the accounting requirements and procedures for
consolidating financial statements under IFRS:
Accounting Requirements: Consolidation Procedures
When preparing consolidated financial statements, the following key procedures must be
followed:
1. Combine Financial Elements
Assets, Liabilities, and Equity: The consolidated financial statements should combine the
assets, liabilities, and equity of the parent and its subsidiaries as if they were a single entity.
This means adding together:
Assets: Total assets of the parent and subsidiaries.
Liabilities: Total liabilities of the parent and subsidiaries.
Equity: The equity of the parent and the equity attributable to the non-controlling
interests of the subsidiaries.
Income and Expenses: Similarly, all income and expenses from the parent and subsidiaries
are combined. This results in a consolidated statement of profit or loss that reflects the total
performance of the group.
Cash Flows: The consolidated statement of cash flows combines the cash inflows and
outflows from both the parent and its subsidiaries to present the overall cash position.
Intra-group Transactions: All transactions and balances between the parent and its
subsidiaries (intra-group transactions) must be eliminated in full. This includes:
Sales and Purchases: Revenue and expenses from sales or purchases between group
entities should not be included in consolidated revenues and expenses.
Inter-company Loans: Any loans or receivables between entities in the group are
eliminated from the consolidated balance sheet.
Dividends: Any dividends paid by a subsidiary to the parent should be eliminated from
the consolidated income statement.
Consistency in Policies: The parent and its subsidiaries must apply uniform accounting
policies. This ensures that the financial statements are comparable and the consolidated results
accurately reflect the financial position and performance of the entire group.
Adjustments for Conformity: If the parent and subsidiaries have different accounting
policies, appropriate adjustments must be made during the consolidation process to ensure
conformity. This might involve reclassifying or recalculating certain items to align them with
the parent’s accounting policies.
Slide 14
Accounting Requirements: Measurement and Reporting
1. Consolidation Timing
Control Acquisition: The consolidation of a subsidiary begins on the date the investor
(parent) gains control over the investee. This means that the financial results of the subsidiary
are included in the consolidated financial statements from this date forward.
Loss of Control: Consolidation ceases when the investor loses control of the investee. At
this point, the parent must discontinue including the subsidiary’s financial results in its
consolidated statements.
2. Reporting Date
Same Reporting Date Requirement: The parent and its subsidiaries must have the same
reporting date for their financial statements. This ensures consistency and comparability in the
consolidated results.
Preparation of Additional Information: If the parent and its subsidiaries do not share the
same reporting date, the parent must prepare additional financial information as of the same
date as the parent’s financial statements. This is essential for accurate consolidation.
Impracticality Consideration: If it is impracticable to prepare additional financial
information as of the same date, the parent should disclose this fact and the reasons for the
impracticality in the notes to the financial statements.
Reporting Date Difference: The difference between the reporting dates of the parent and its
subsidiaries should not exceed three months. This limit helps minimize discrepancies in
financial reporting and ensures that the consolidated financial statements reflect a timely and
accurate picture of the group's financial status.
Slide 17
Here’s a structured overview of the consolidation process for both wholly owned and partially
owned subsidiaries, detailing the treatment at the date of business combination and in
subsequent years.
Consolidation Cases
1. Consolidated Financial Statements for Wholly Owned Subsidiary
A. Consolidation on the Date of Business Combination
Control Established: When the parent acquires 100% of the subsidiary, control is
established from the acquisition date.
Initial Recognition: The subsidiary’s assets, liabilities, and equity are fully included in the
consolidated financial statements. This means:
All identifiable assets and liabilities are recognized at fair value.
Any goodwill arising from the acquisition is calculated as the difference between the
purchase price and the fair value of net identifiable assets acquired.
Ongoing Inclusion: The financial results of the wholly owned subsidiary are fully
consolidated in the parent’s financial statements in subsequent periods.
Eliminations: Any intra-group transactions, balances, revenues, and expenses must be
eliminated fully to avoid double counting.
Uniform Accounting Policies: The parent and subsidiary must apply the same accounting
policies. Adjustments are made if necessary to ensure consistency.
Goodwill Review: Goodwill is tested for impairment annually or when there are indications
of impairment.
Control Assessment: When the parent acquires a controlling interest (more than 50%) but
not full ownership of the subsidiary, consolidation begins on the acquisition date.
Initial Recognition: The parent consolidates all of the subsidiary’s identifiable assets,
liabilities, and equity:
The fair value of net assets acquired is recognized.
Non-controlling interest (NCI) is measured at fair value or at the proportionate share of
the identifiable net assets of the subsidiary. This choice affects the amount of goodwill
recognized.
Summary
Wholly Owned Subsidiary: 100% of the subsidiary’s financials are consolidated from the
date of acquisition onward, with full elimination of intra-group transactions.
Partially Owned Subsidiary: The parent consolidates all of the subsidiary's financials but
must also account for and present the non-controlling interest. The consolidation process starts
on the acquisition date and continues in subsequent years, requiring careful management of
intra-group transactions and uniform accounting policies.
Slide 18
Here’s a detailed overview of the consolidation process for consolidated financial statements
on the date of the business combination, focusing specifically on the balance sheet.
Consolidated Financial Statements on the Date of Business Combination
Overview
On the date of the business combination, the consolidated balance sheet is prepared by the
parent company. This involves several key steps to ensure that the financial position of the
parent and subsidiary is accurately represented.
Key Steps in Consolidation
Summary
On the date of the business combination, the consolidated balance sheet reflects the financial
position of the parent and subsidiary as a single economic entity. Key actions include
eliminating the subsidiary's equity accounts against the parent’s investment, adjusting the
subsidiary's assets and liabilities to fair value, and including any goodwill or gain on bargain
purchase. This process ensures that the consolidated financial statements accurately represent
the economic reality of the combined entity.
Slide 19-20
To prepare the consolidated balance sheet on the date of the business combination for the
wholly owned subsidiary, we need to follow these steps:
Eliminate the investment account of the parent (P Company) against the equity accounts of
the subsidiary (S Company).
Adjust the assets and liabilities of the subsidiary to their fair values on the date of the
business combination.
Recognize any goodwill or gain on bargain purchase arising from the business combination.
The consolidated balance sheet on the date of the business combination would appear as
follows:
ASSETS
Cash Br.550,000 + Br.10,000 = Br.560,000
Accounts Receivable (net) Br.700,000 + Br.60,000 = Br.760,000
Inventories Br.1,400,000 + Br.140,000 = Br.1,540,000
Plant assets (net) Br.2,850,000 + Br.690,000 = Br.3,540,000
Goodwill Br.110,000
Total Assets Br.6,510,000
Elimination of the parent's investment account against the subsidiary's equity accounts.
Adjustment of the subsidiary's assets and liabilities to their fair values on the date of the
business combination.
Recognition of goodwill of Br.110,000 as the excess of the purchase price over the fair
value of the subsidiary's net assets.
Slide 21
Certainly, let's go through the steps to record the business combination, compute the goodwill
or gain on bargain purchase, and prepare the consolidated balance sheet on May 31, 2010.
Since the fair value of the net assets acquired (Br. 380,000) exceeds the purchase price (Br.
350,000), there is no goodwill. Instead, there is a gain on bargain purchase of Br. 30,000 (Br.
380,000 - Br. 350,000) that would be recognized in the consolidated income statement.
Record possible elimination entries that would appear in the elimination column of the work
sheet:
Investment in S Company Br. 350,000
Common Stock - S Company Br. 100,000
Additional Paid-in Capital - S Company Br. 40,000
Retained Earnings - S Company Br. 180,000
Gain on Bargain Purchase Br. 30,000
(To eliminate the parent's investment account against the subsidiary's equity accounts and
recognize the gain on bargain purchase)
Prepare the Consolidated Balance Sheet of P Company and Subsidiary on May 31, 2010:
ASSETS
Cash Br. 560,000
Accounts Receivable (net) Br. 760,000
Inventories Br. 1,540,000
Plant Assets (net) Br. 3,540,000
Goodwill Br. 0
Total Assets Br. 6,400,000
LIABILITIES & STOCKHOLDER'S EQUITY
Current Liabilities Br. 580,000
Long-term Debt Br. 1,440,000
Common Stock Br. 1,600,000
Additional Paid-in Capital Br. 1,240,000
Retained Earnings Br. 1,510,000
Gain on Bargain Purchase Br. 30,000
Total Liabilities & Stockholder's Equity Br. 6,400,000
Slide 29
Certainly, let's go through the consolidation process when the parent acquires a partially
owned subsidiary (less than 100% ownership).
Consolidated Financial Statements on the Date of Business Combination (Partially Owned
Subsidiary)
Measurement of NCI:
The NCI can be measured in one of two ways:
a. Fair Value Method: The NCI is measured at its fair value on the acquisition date.
b. Proportionate Share Method: The NCI is measured at the proportionate share of the
subsidiary's identifiable net assets.
The choice of measurement method affects the amount of goodwill recognized in the
consolidation.
Calculation of Goodwill:
Goodwill is calculated as the difference between the purchase price and the fair value of
the parent's share of the subsidiary's identifiable net assets.
If the fair value of the net assets acquired exceeds the purchase price, a gain on bargain
purchase is recognized instead of goodwill.
This approach ensures that the consolidated financial statements provide a faithful
representation of the group's financial position and performance, including the interests of
both the parent and the non-controlling shareholders.
Slide 30
You're absolutely right. Let me provide more details on the accounting for non-controlling
interests (NCI) in the consolidated financial statements:
The separate presentation of NCI in the equity section and the choice of measurement method
(proportionate or fair value) has important implications for the recognition of goodwill and the
overall representation of the group's financial position and performance in the consolidated
financial statements.
By accounting for NCI in this way, the consolidated financial statements provide a more
accurate and transparent view of the parent's ownership interests and the external shareholders'
interests in the subsidiary's net assets and results.