Accounting

Accounting for Groups, Subsidiaries, Associates and Minority Interest (IAS 27, 28 and IFRS 3)

Applicable Standards

  • IFRS 3: Business Combinations
  • IAS 27: Consolidated and Separate Financial Statements
  • IAS 28: Investments in Associates

GROUP ACCOUNTING

Note that the following applies to international accounting standards (IFRS and IAS).

Terminology

  • FV = Fair value
  • NCI = Non-controlling interest
  • URP = Unrealized profit
  • COGS = Cost of Goods Sold / Cost of Sales
  • Sub = Subsidiary (with control, > 50%)
  • Sub-Sub = Sub-Subsidiary (i.e. Subsidiary of a Subsidiary)
  • Assoc = Associate (with significant influence, >= 20%)
  • Reserves = Shareholder’s equity except for basic share capital (yes reserves include share premiums)

SUBSIDIARIES

Applicable Standards

  • IFRS 3: Business Combinations
  • IAS 27: Consolidated and Separate Financial Statements

Consolidated Balance Sheet

Key Components

  • NCI can be measured in two ways:
    • Measured as share of the net assets of the Sub
    • At fair value
      • Method #1: Share of net assets at reporting date + NCI goodwill – share of goodwill impairment loss (note:
      • Method #2: FV of NCI at acquisition + share of post-acquisition change in net assets – share of goodwill impairment loss
      • Methods #1 and #2 are equivalent, both are fair value methods, because share of net assets at reporting date = share of net assets at acquisition + share of post-acquisition change in net assets, and share of net assets at acquisition + NCI goodwill = FV of NCI at acquisition
  • Goodwill = Cost of investment + NCI at acquisition – FV of net assets of Sub at acquisition
    • If NCI is measured as share of net assets of sub, the goodwill calculated is just the goodwill attributed to the parent’s share. There is no goodwill attributed to the NCI’s share.
    • If NCI is measured at fair value, a portion of the goodwill is attributed to the parent, and a portion is attributed to the NCI.
  • Accounting on acquisition date
    • Dr Goodwill
    • Dr Identifiable net assets (FV of net assets of Sub at acquisition)
    • Cr Cost of investment (e.g. cash)
    • Cr NCI (NCI at acquisition)

Details on Cost of Investment

  • Professional fees are expensed to P&L in the period the acquisition occurs.
  • Changes in the value of contingent consideration after the acquisition would result in any liability being remeasured, with the change recognised in P&L. Goodwill and the cost of investment remain unchanged.

Adjustments for Intra-Group Transactions

  • Cash-in-transit and inventory-in-transit can cause group receivables and payables not to balance. To fix, adjust the recipient company’s accounts as though the cash / inventory has been received. For example,
    • For cash in transit, Dr Cash, Cr Receivables
    • For inventory in transit, Dr Inventory, Cr Payables
  • Profits made from intra-group transactions need to be reversed since you can’t make profits from yourself.
    • Reduce inventory / non-current assets of buyer by the amount of URP embedded in goods sold by group entities.
    • Reduce retained earnings of seller by the amount of URP.
    • URP is only calculated for items that are still remaining within the group, not items that have been further sold to external parties.
    • URP for non-current assets at a reporting date is the difference between (A) the carrying value of the asset by the buyer, and (B) the carrying value of the asset by the seller had it not been sold.
  • Intra-group receivables and payables need to be cancelled out and they should be matching.
  • Intra-group loans
    • The matching asset and liability for the loan needs to be removed.
    • Accrued interest payable at the borrower needs to be cancelled out with the matching interest receivable at the lender.
    • NCI is calculated as per normal in both Consolidated Balance Sheet and Consolidated Income Statement (i.e. both loan amount and loan interest are still included as it is from the perspective of the Sub).
  • Dividends are handled in Consolidated Income Statement, no adjustment in Consolidated Balance Sheet required because the full Consolidated Income Statement (without dividends) matches the accounts in the Consolidated Balance Sheet.

Preparing Consolidated Balance Sheet

  • Make any fair value adjustments required (note that Retained Earnings need not be adjusted even if the FV of assets increased because any change in FV is matched and cancelled out by Goodwill within Assets, because Goodwill’s “less net assets” would have included that additional FV).
  • Make adjustments for intra-group transactions per above.
  • Adjust the Investments line
    • Subtract from Investments (under Parent), the original cost of investment in the Sub.
    • Note that any loan notes that the Parent bought from the Sub should be included as part of the original cost of investment in the Sub, and is already part of the Investments line in the Parent’s separate balance sheet.
    • Note that the Investments (under Parent) does not increase when the sub makes profits, the “benefits” only show up when the statements are consolidated.
  • Add a Goodwill item
    • Under Non-Current Assets which either shows the Parent’s goodwill (if NCI is measured as share of net assets) or the full goodwill (if NCI is measured at FV).
  • Share capital
    • Note that only the Parent’s share capital is included if the share capital of the Subs have not changed. This is because the conversion of Investments to Goodwill would have eliminated the Sub’s share capital that existed at acquisition.
  • Compute Retained Earnings
    • Equals to Parent’s retained earnings + Parent’s share of post acquisition change in net assets – Parent’s share of goodwill impairment (which is full if NCI is measured as share of net assets, or proportionate if NCI is measured at FV).
    • Note that Parent’s share of Sub’s net assets at acquisition is cancelled out with the Parent’s Investments item, with the excess classified as Goodwill.
    • Note that any increase in net assets post acquisition is proportionately split between the Parent’s retained earnings and the NCI.
  • Add a NCI item
    • Under Equity. Value is based on how NCI is measured (see above).
    • Note that this NCI item includes the NCI’s share of Sub’s net assets at acquisition.
  • Note
    • If we re-arrange the goodwill formula, we get Cost of investment = Goodwill + FV of net assets of Sub at acquisition – NCI at acquisition.
    • During consolidation, we essentially replace Cost of investment (the left hand side), with the right hand side (i.e. introduce goodwill on asset side, introduce NCI in equity, introduce all assets and liabilities of the Sub adjusted to FV).

Consolidated Income Statement

Adjustments for Intra-Group Transactions

  • Eliminate sales and purchases (reverse the seller’s revenue and the buyer’s COGS by the same amount)
  • Eliminate interest paid and received (reverse the payer’s interest paid and the payee’s interest received)
  • For the URP of goods that remain within the group, increase the seller’s COGS by the URP to reverse the profit.
  • For URP due to non-current assets transferred
    • The depreciation charge needs to be adjusted if the depreciation charge after transfer is different from depreciation charge had it not been transferred.
    • If the transfer occurred in the current period, reverse any profit/loss on transfer.
  • Dividends from the Sub to the Parent are reversed because that is an intra-group transfer.

Preparing Consolidated Income Statement

  • Only the Sub’s results after acquisition should be included in the Consolidated Income Statement.
  • Make adjustments for intra-group transactions.
  • Make adjustments for FV changes to non-current assets. Depreciation charge needs to be adjusted to correspond with the new FV. The change in the FV goes into the revaluation surplus account in Consolidated Other Comprehensive Income.
  • Goodwill impairment is charged to P&L, can be put under Admin Expenses of the Parent.
  • Tax charges remain unchanged despite goodwill impairment or adjustments in depreciation because tax is assessed on the individual companies.
  • Profits attributable to NCI = NCI share * Sub’s profit [note: the Sub’s profit here does not take into account adjustments to Revenue or COGS due to elimination of intra-group sales/purchases, BUT it does take into account reduced Sub’s profits due to reversal of URP. It is not consistent treatment I know.]
  • Profits attributable to Owners of the Parent = Parent’s profit + Parent’s share * Sub’s profit (or the balancing figure if lazy)

Preparing Consolidated Statement of Comprehensive Income

  • Total comprehensive income attributable to NCI = NCI share * Sub’s total comprehensive income
  • Total comprehensive income attributable to Owners of Parent = Parent’s total comprehensive income + Parent’s share * Sub’s total comprehensive income (or balancing figure)

ASSOCIATES

Applicable Standard

  • IAS 28: Investments in Associates

Consolidated Balance Sheet

  • Equity method of accounting is used
    • Investment is initially recognised at cost and adjusted thereafter for the post-acquisition change in the investor’s share of net assets of the investee.
    • The profit or loss of the investor includes its share of the profit or loss of the investee and the other comprehensive income of the investor includes its share of other comprehensive income of the investee.
  • Adjust the Investments line
    • Subtract from Investments (under Parent), the original cost of investment in the Assoc.
    • Note that dividends received do not decrease the original cost of investment in the Assoc, hence it doesn’t impact the Investments line (under Parent). It is simply booked as Dr Cash, Cr Income from shares in associates (P&L).
  • Add a non-current asset titled “Investment in Associate”
    • Cost of Investment
    • + Parent’s share of post-acquisition change in reserves of Assoc
    • – Dividends paid to Parent from Assoc
    • – Impairment losses
    • + Loans to Assoc (this is ‘rolled in’ from what is a separate line item in the Parent’s separate balance sheet)
    • – URP if Parent sold to Assoc
  • Retained earnings
    • Increased by the Parent’s share of post-acquisition reserves of associate
    • Less impairment loss in Assoc
    • Less URP from purchases/sales between Parent and Assoc (this needs to  be specially adjusted here unlike the case for Subs because there is no consolidation of Assoc’s accounts into the Parent’s balance sheet)
  • Inventory
    • Less URP if Assoc sold to Parent
  • Only the Parent’s share of the URP is eliminated above. E.g. if the Parent owns 30% of the Assoc, only 30% of the full URP is eliminated in the entries above. This is consistent with the treatment of Subs where there is 100% consolidation and 100% of the URP is eliminated.
  • Assets and liabilities items are not consolidated, hence no cancellation of any inter-company items (e.g. loans).

Consolidated Income Statement

  • Add a line “Share of profits of associate” immediately before the group’s profit before tax (Equity method)
    • Share of profits of associate = Group’s share of Assoc profit after tax – Impairment of Assoc arising in the year
  • Cancel any dividend income received from the Assoc because that would be grouped together and replaced with the “Share of profits of associate”
  • Adjust for URP (group’s share)
    • Increase COGS by the URP to remove the profit.
  • No cancellation of Revenues and COGS for sales and purchases between Parent and Assoc as the income statements are not combined.

Consolidated Statement of Comprehensive Income

  • Add a line “Share of other comprehensive income of associate” under the Parent + Sub’s Revaluation Surplus
    • Group’s share of associate’s other comprehensive income

JOINT VENTURES

Applicable Standard

  • IAS 31: Interests in Joint Ventures
  • IFRS 11: Joint Arrangements

Two methods of accounting

  • Equity method: Same as accounting for Associates
  • Proportionate consolidation: Both the Statement of Financial Position and the Statement of Comprehensive Income will include the venturer’s share of JV’s line items, e.g. assets, liabilities, income, expenses.

DISPOSAL OF SUBSIDIARIES

Applicable Standards

  • IFRS 3: Business Combinations
  • IAS 27: Consolidated and Separate Financial Statements

Note that Subs that are completely disposed or classified as held for sale, are covered by IFRS 5: Non current assets held for sale and discontinued operations.

Complete Disposal where Control is Lost

Gain on Disposal in Parent’s Separate Accounts

  • In P&L
    • Gain on Disposal = Fair value of consideration received for the disposal – Carrying value of investment disposed
  • In Balance Sheet
    • Gain on Disposal is added to Retained Earnings

Gain on Disposal in Group Accounts

  • In P&L
    • Gain on Disposal =
    • Fair value of consideration received for the disposal
    • + Fair value of residual interest retained (i.e. FV of Associate)
    • + NCI at disposal
    • – Sub’s net assets at disposal
    • – Total goodwill at disposal
    • + Gains/(losses) previously recognised in Other Comprehensive Income (e.g. fair value movements on available-for-sale assets, this is merely a reclassification to P&L of what was previously recorded in equity)
  • In Balance Sheet
    • Gain on Disposal is added to Group’s Retained Earnings

Disposal where Control is Retained

  • No gain/loss on disposal recognised.
  • All changes are recognised in Parent’s shareholder’s equity.
  • The “Fair value of consideration received for the disposal” is split into 2 components
    • Increase in NCI (because effectively the sale “transferred” more of the company to NCI)
    • Decrease in retained earnings due to the transfer to NCI and the actual gain/loss on the Parent’s share that was sold
  • Adjustment to Parent’s equity equals
    • Fair value of consideration received for the disposal
    • – Share of net assets disposed (transfer to NCI)
    • – Share (by % share ownership) of goodwill disposed (transfer to NCI)
  • Accounting entries
    • Dr Cash (with FV of consideration)
    • Cr Parent’s Retained Earnings (with the Adjustment to Parent’s equity calculated above)
    • Cr NCI (with the amounts transferred to NCI above)

Disposal to Associate Status

Gain on Disposal in Parent’s Separate Accounts

  • In P&L
    • Gain on Disposal = Fair value of consideration received for the disposal – Carrying value of investment disposed
  • In Balance Sheet
    • Gain on Disposal is added to Retained Earnings

Gain on Disposal in Group Accounts

  • In P&L
    • Add item Gain on Disposal =
      • Fair value of consideration received for the disposal
      • + Fair value of residual interest retained (i.e. FV of Associate)
      • + NCI at disposal
      • – Sub’s net assets at disposal
      • – Total goodwill at disposal
      • + Gains/(losses) previously recognised in Other Comprehensive Income (e.g. fair value movements on available-for-sale assets, this is merely a reclassification to P&L of what was previously recorded in equity)
    • Add item “Share of profits of associate” for the share of post-disposal profits of associate
    • Still need to include into Group Accounts the results of the Sub until disposal date, and show profits attributable to NCI (i.e. for that portion of Sub profits until disposal date) and Owners of Parent!
  • In Balance Sheet
    • Gain on Disposal is added to Group’s Retained Earnings
    • Remaining Associate investment will be carried at fair value at disposal + group share’s of post-disposal earnings.

Disposal to Available-For-Sale Financial Asset (i.e. < 20% ownership) Status

In Balance Sheet (for both Separate and Group)

  • Remaining investment recognised at fair value at the date of disposal.
  • Accounted for under IAS 39: Financial instruments, as an available-for-sale financial asset.

In P&L

  • Separate Accounts
    • Future dividends after disposal recognised in P&L.
  • Group Accounts
    • Gain/loss on disposal recognised, calculated in the same way as gain/loss on disposal from Sub to Assoc.

STEP ACQUISITIONS

Applicable Standards

  • IFRS 3: Business Combinations
  • IAS 27: Consolidated and Separate Financial Statements

Subsidiary to Subsidiary

  • Effect is recognised directly in Parent’s equity.
  • No change in goodwill, and no impact on P&L.
  • Adjustment to Parent’s equity
    • Subtract Fair value of consideration paid (for the purchase)
    • Add Transfer from NCI
      • Proportion of NCI transferred * NCI at purchase (which includes both net assets and goodwill)
    • [Note that this is different from disposal of Sub to Sub. Here the value of the NCI is computed, and the amount transferred is a share of the NCI. In the disposal scenario, the amount transferred is the parent’s share (by share ownership %) of total net assets and total goodwill that was sold. If the parent’s retained earnings for the Sub is computed, and proportionately transferred, then answer would be different. This is again because in the parent’s retained earnings would likely contain a higher proportion of total goodwill than what its share ownership %.]
  • Accounting entries
    • Cr Cash (FV of consideration)
    • Dr NCI (with amount transferred)
    • Dr Retained Earnings (with adjustment to Parent’s equity)

Associate to Subsidiary

Consolidated Income Statement

  • Recognise any gain/loss in P&L
    • Gain/loss on derecognition of associate = FV of previously held interest – Carrying Value (not cost!) of previously held interest
  • Reclassify and include any gains or losses associated with the previously held interest that was recognised in OCI in prior reporting periods

Consolidated Balance Sheet

  • Remeasure the previously held equity interest at acquisition-date FV.
  • Calculate Goodwill
    • FV of consideration + FV of previously held interest + FV of NCI (or NCI’s proportionate share of net assets) – FV of net assets acquired
    • Note that “FV of previously held interest” and “FV of NCI” may not simply be a scaling of the “FV of consideration” due to control premium or other factors.
  • Reserves
    • Parent’s reserves
    • + Parent’s share of post-acquisition reserves
    • + Gain/loss on derecognition of associate
    • – total cumulative gains recognised in Other Comprehensive Income of Parent’s separate statements (which is correspondingly matched in part of the Investment in the Sub held under non-current assets, e.g. some items that had increased the Investment in the Sub line was recognised in OCI. This needs to be subtracted because when consolidating, the Investment in the Sub is removed on the assets side, so the corresponding item on the L+E side needs to be removed. Note that the OCI gains/losses is already captured within Parent’s reserves).
  • NCI
    • As per usual Sub.
  • Note that financial statements should be accounted to the date control was achieved based on the Associate status, and only consolidate thereafter.

Available-for-sale Financial Asset to Subsidiary

  • Available-for-sale financial asset is remeasured to FV, with gain/loss recognised in P&L.
  • Other procedures are the same as Associate to Subsidiary.

COMPLEX GROUP ACCOUNTING

Vertical Groups

  • If the Sub-Sub is acquired by the Sub prior to the Sub being acquired by the Parent, the date of acquisition of both the Sub and the Sub-Sub is the same as the date of acquisition of the Sub.
  • Parent’s effective interest in a Sub-Sub = Parent’s interest in a Sub * Sub’s interest in a Sub-Sub
  • NCI (for Sub-Sub)’s effective interest
    • = 1 – Parent’s effective interest, OR
    • = (1 – Sub’s interest) + (Sub’s interest * (1 – Parent’s interest in Sub)), i.e. the direct NCI of the Sub-Sub + the indirect NCI within the portion owned by the Sub
  • Goodwill
    • Goodwill for Sub-Sub
      • Group’s cost of investment in Sub-Sub (i.e. group’s share of Sub’s cost of investment in Sub-Sub, e.g. 80% of Sub’s cost of investment in Sub-Sub)
      • – Group’s share (using effective interest) of net assets of Sub-Sub
    • Calculate Goodwill for Sub as per normal, add both Goodwills together.
  • NCI
    • Calculate NCI for Sub as per normal
    • Calculate NCI for Sub-Sub as per normal, but subtract the NCI’s share of Sub’s cost of investment in Sub-Sub (e.g. Parent owns 80% of Sub, so subtract 20% * Sub’s cost of investment in Sub-Sub). This is because in the Goodwill computation, the cost excludes the NCI’s share of Sub’s cost of investment in Sub-Sub, so this amount needs to be correspondingly removed in the NCI for the Sub-Sub.
    • Add the two NCI answers together.
  • Reserves
    • Parent’s reserves + Parent’s share of Sub’s post-acquisition reserves + Parent’s share of Sub-Sub’s post-acquisition reserves – Parent’s share of Goodwill impairment

D-shaped Groups

  • Same as Vertical Groups, just that Parent has a direct holding in the Sub-Sub as well.
  • The computation for Goodwill in the Sub-Sub will need to include the cost of direct and in-direct investments.

Vertical Group with Sub invested in an Assoc

  • Think of it as preparing the Sub’s separate financial statements, which would include its share of the Assoc’s profits, then consolidating the Sub’s statements into the Parent’s.
  • Consolidated Balance Sheet
    • Includes the “Investment in associate” based on Sub’s share in Assoc.
    • NCI includes share of Assoc’s post-acquisition reserves, share being (1 – Parent’s share in Sub) * (Sub’s share in Assoc).
    • Parent’s reserves includes share of Assoc’s post-acquisition reserves, share being (Parent’s share in Sub) * (Sub’s share in Assoc).
  • Consolidated Income Statement
    • Includes the “Share of profit after tax of associate”, with the share being the interest of the Assoc owned by the Sub.
    • Profit attributable to
      • NCI includes the share of profit after tax of the associate, with the share being (1 – Parent’s share in Sub) * (Sub’s share in Assoc).
      • Owners of Parent includes the share of profit after tax of the associate, with the share being (Parent’s share in Sub) * (Sub’s share in Assoc)

SETTLEMENT OF PRE-EXISTING RELATIONSHIPS

Pre-existing relationships between the acquirer and acquiree needs to be settled if they will be eliminated in the consolidated financial statements

For contractual relationships

  • Settlement gains are measured as lower of
    • Amount the contractual terms are better than market (i.e. favourable to acquirer); and
    • Amount of any settlement provisions in the contract that can be used by the acquiree.
  • Settlement losses are measured as lower of
    • Amount the contractual terms are worse than market (i.e. unfavourable to acquirer); and
    • Amount of any settlement provisions in the contract that can be used by the acquirer.

For non-contractual relationships

  • Measured at fair value on acquisition date

Accounting example

  • Dr Loss on settlement of pre-existing relationship
  • Dr Goodwill
  • Dr Identifiable net assets (FV of net assets of Sub at acquisition)
  • Cr Cost of investment (e.g. cash)
  • Cr NCI (NCI at acquisition)

-END-

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Discussion

14 thoughts on “Accounting for Groups, Subsidiaries, Associates and Minority Interest (IAS 27, 28 and IFRS 3)

  1. This is gold. Thank you for sharing. Exactly the same thing what I’ve been looking for 🙂

    Posted by Anuradha Edirisuriya | October 15, 2012, 12:24 pm
  2. this is a very good stuff job well done. i will be very glad if i can have it on my email

    Posted by malick | March 27, 2013, 3:30 pm
  3. This is a very fantastic job done by you.I am glad to take a copy of that wonderful work.

    Posted by Razaul karim | August 2, 2014, 7:36 am
  4. Hey.. What is the accounting treatment if the share capital for the subsidiary increased after the acquisition. How should it be accounted for in the parents books as goodwill has been calculated on the initial net assets.

    Posted by Krishna | November 25, 2014, 12:58 pm
    • It shouldn’t impact the goodwill at all, since it neither changes the net assets at acquisition, nor the purchase consideration. For example, if the share capital is increased by a cash infusion, then cash increases on the asset side, share equity increases on the liabilities side, and both will flow through as usual into the consolidated balance sheet.

      Posted by whatheheckaboom | November 27, 2014, 9:11 am
  5. Thanks for your reply,

    Does that mean that the difference between the initial share capital and the revised share capital of the subsidiary should be showed together with the parent’s share capital. For example, Parent’s share capital is 1m, and the share capital for the subsidiary increased by 200,000 so the total share capital in the consolidated accounts is 1.2m. Is this what you are trying to say. Please clarify. Will be glad to receive your feedback ASAP

    Thanks

    Posted by Krishna | November 28, 2014, 12:40 pm
  6. If P sold S goods for £110,000 at a 30% margin on selling price. All the goods remained in S’s closing inventory. P had not recorded any payment for the goods.

    S made a part payment to P for £22,000 which was not recorded by P

    How to make a adjustment in “cash”, “Inventory”, “Receivable” and “Payable” in the consolidated statement of financial position?

    Posted by yc265kristy | January 2, 2015, 3:25 am
  7. The other question:
    P’s payables balance includes £6,000 payable to S and S’s receivables balance Includes £20,000 owing from P. At year end it was established that S had despatched goods to P with a selling price of £9,000 and that P did not receive delivery of these items until after the year end. At the same time P had put a cheque in the post to S for £5,000 which also did not have time to arrive until after year end.

    How to make a adjustment in “cash”, “Inventory”, “Receivable” and “Payable” in the consolidated statement of financial position?

    Posted by yc265kristy | January 2, 2015, 4:56 am
  8. why sub-subsidiary’s NCI is deducted from subsidiary’s NCI for consolidation ?

    Posted by razib rabbani | May 9, 2015, 4:50 pm
  9. Great help….very informative and precise…thank you so much

    Posted by Jessmol | March 8, 2016, 6:35 am
  10. you are thegreatest

    Posted by apau gyau isaac | March 16, 2017, 2:39 pm
  11. Hi, how about the percentage that I should use in preparing consolidated for sub-sub if parent had acquire another share during the year. For example, H acquire 75% of S1 on 1 Jan 2017, at the time of acquisition S1 already acquire 60% of S2 on 1 Jan 2016. On 1 Jul 2017, H acquire another 5% of shares in S1. This is vertical group. The 1st acquisition and 2nd acquisition happen during the accounting period, so I confused either there is a changes in percentage of S2. At first, S2 percentage will be 45% (75%x60%) (indirect). Do the percentage change from 45% in 1st acquisition to 48% (80%x60%) in 2nd acquisition? How do I record this?

    Posted by nurulezzatie | June 3, 2017, 11:53 pm

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