Consolidated Financial Reporting
Publication Year: 1996
Consolidated Financial Reporting introduces and examines what is currently the most central and controversial area in financial reporting. In an innovative and distinctive way the author integrates concepts, techniques, controversies and current practice. Techniques are introduced within a framework which shows why they work and what the figures mean. Controversial issues are grounded within modern accounting theory and practice.
All core areas and relevant standards are covered including: acquisition and merger accounting; fair values at acquisition; goodwill; consolidated cash flow statements; reporting consolidated financial performance; foreign currency translation; segmental reporting; off-balance sheet financing; and related party transactions.
The book is designed so that readers with particular interests - for example in technical matters or concepts and standards - can easily find their way through clearly marked sections. ...
- Front Matter
- Back Matter
- Subject Index
Part A: Fundamentals of Group Accounting
- Chapter 1: Introduction
- Consolidated Financial Reporting
- Development of Group Accounting
- Organization of Complex Corporate Structures
- The Format of Group Accounts
- Summary and Further Reading
- Chapter 2: The Nature of Group Financial Statements
- Objectives of Group Financial Statements
- Requirements for Preparing Consolidated Financial Statements
- Defining a Group
- Adoption of the EU 7th Directive
- Criteria for Consolidation – FRS 2
- Exemption Criteria for Groups
- Exclusion Criteria for Subsidiary Undertakings
- Other Countries
- Summary and Further Reading
- Chapter 3: Business Combinations: Changes in Group Composition
- Accounting Techniques
- Defining Mergers and Acquisitions
- Further Accounting Matters
- Merger Relief and Merger Accounting
- Objectives in Accounting for Business Combinations
- Context of the Debate
- Summary and Further Reading
Part B: Consolidating the Major Financial Statements
- Chapter 4: Consolidated Balance Sheets under Acquisition Accounting
- Consolidation Cancellation
- The Equity Approach
- The Equity Method in Consolidated Financial Statements
- Group Measurement and Disclosure Concepts
- Treatment of Minority Interests
- UK Practice
- Subsequent Accounting for Goodwill
- Usefulness of Consolidated Balance Sheet
- Summary and Further Reading
- Chapter 5: Fair Values and Goodwill: Alignment Adjustments (1)
- An Overview of Alignment Issues
- Fair Values at Acquisition
- Determining Fair Values at Acquisition – FRS 7
- Accounting for Goodwill
- Is Goodwill an Asset?
- Recognition and Measurement Issues
- SSAP 22, Accounting for Goodwill (1984)
- The Later Debate
- Wider Context
- Summary and Further Reading
- Chapter 6: Intra-Group Transactions and Distributions: Alignment Adjustments (2)
- Intra-Group Balances
- Unrealized Profits on Intra-Group Transactions
- Intra-Group Dividends
- Illustration of Alignment Problems
- Direct Calculations
- Alignment Problems and Equity Accounting
- Consolidation Concepts as a Framework for Alignment Adjustments
- Summary and Further Reading
- Chapter 7: Consolidated Profit and Loss: Reporting Financial Performance (1)
- Minority Interests – Consolidation Concepts
- Alignment Adjustments
- The Consolidated Profit and Loss Account Worksheet
- Link with Consolidated Balance Sheet
- Complete Profit and Loss Worksheet
- Abbreviating the Cancellation Process
- Associates and the Worksheet
- Chapter 8: Reporting Financial Performance (2)
- Published Consolidated Profit and Loss Accounts
- FRS 3 and the Consolidated Profit and Loss Account
- Other Performance Statements
- Evaluating FRS 3
- Chapter 9: Consolidated Cash Flow Statements
- Basic Concepts
- Consolidated Cash Flow Statements
- FRS 1, Cash Flow Statements
- Usefulness of Consolidated Cash Flow Statements
- Summary and Further Reading
Part C: Other Issues in Group Accounting
- Chapter 10: Other Group Relationships
- Piecemeal Acquisitions and Disposals
- Complex Shareholding Structures
- Vertical Groups
- Mixed Groups
- Acquisition of Other Classes of Equity
- Summary and Further Reading
- Chapter 11: Foreign Currency Translation
- Basic Concepts
- Foreign Currency Financial Statements – Principles
- Foreign Currency Statements – Technique
- Understanding the Statement Gain or Loss on Translation
- SSAP 20, Foreign Currency Translation
- Foreign Currency Translation and the Cash Flow Statement
- The Translation Debate
- Summary and Further Reading
- Chapter 12: Segment Reporting/Unresolved Issues in Consolidation
- Objectives of Segmental Reporting
- SSAP 25, Segmental Reporting
- Issues in Segmental Reporting
- Usefulness of Segmental Information
- Operating and Financial Review
- Impact of Conceptual Frameworks
- Consolidated Equity and Distributable Profits
- Price-Level Accounting and Consolidation
- Impact of Empirical Research
- International Harmonization and Developments
- Summary and Further Reading
To the students I teach. May we always understand that teaching and learning take place in both directions.
Copyright © 1996, Paul Taylor
All rights reserved
Paul Chapman Publishing Ltd
144 Liverpool Road
Apart from any fair dealing for the purposes of research or private study, or criticism or review, as permitted under the Copyright, Designs and Patents Act, 1988, this publication may be reproduced, stored or transmitted, in any form or by any means, only with the prior permission in writing of the publishers, or in the case of reprographic reproduction, in accordance with the terms of licences issued by the Copyright Licensing Agency. Inquiries concerning reproduction outside those terms should be sent to the publishers at the abovementioned address.
British Library Cataloguing in Pubication Data
Taylor, P. A. (Paul A.)
Consolidated financial reporting. – Rev. ed.
1. Business records 2. Financial statements, Consolidated I. Title II. Consolidated financial statements
ISBN 1 85396 250 3
Published in the USA and Canada by Markus Wiener Publishers, 114 Jefferson Rd, Princeton, NJ 08540
Typeset by Anneset, Weston-super-Mare, Avon
Printed and bound in Great Britain
B C D E F G H 9 8 7
Series Editor's Preface[Page vi]
Accounting for groups of companies is probably the single most important area of modern financial reporting. At one time most groups comprised simply a parent company and several subsidiaries. Today the structure of groups can be much more complex, including partnerships as subsidiaries, shares in subsidiaries held by associates, and joint ventures. The complexity of group structures has been matched by sophisticated methods of financing and novel forms of consideration to secure the acquisitions. Not surprisingly, traditional accounting methods have been found wanting in dealing with these new structures and financial arrangements. There has been no shortage, however, in the supply of innovative accounting treatments for these developments. Rather, the opposite has been true with companies and their auditors devising new accounting treatments at a much faster rate than the standard setting bodies can deal with effectively.
There have been so many changes in the theory and practice of accounting for groups since Consolidated Financial Statements was published in 1987 that Paul Taylor has completely rewritten his book and given it a brand new title, Consolidated Financial Reporting. It has retained a number of the features which made the original book so popular with students and teachers. These include a balanced coverage of concepts, theories and techniques, a careful exposition of why particular methods for consolidation need to be used and how they should be applied, and a host of worked examples and exercises for students to complete for themselves.
There are also several major changes from the previous book which reflect the new developments in professional accounting requirements for groups. For example, there are new chapters on fair values and goodwill and group cash flow statements. The book also deals with the continuing controversies of group accounting such as merger accounting, foreign currency translation and segmental reporting. These are explored by reference to both alternative accounting theories and the recommendations of national and international accounting standard-setters.
A very useful feature of Consolidated Financial Reporting is the flexibility with which the book can be used. For university students taking an intermediate course in financial accounting emphasis can be given to the fundamental concepts and techniques of consolidation. For final year students with a good grounding in accounting theory the chapters and sections which discuss the main controversies of group accounts may be selected. Students taking professional examinations are also catered for by the book's extensive illustrations of consolidation techniques and the detailed coverage and evaluation of national and international accounting standards and exposure drafts.
Consolidated Financial Reporting is the most comprehensive, up-to-date and accessible book on group accounts to be found in the bookshops. It will surely be as successful as its predecessor in the series.Colchester, Essex, 1995
My intention in starting this book was to write a second edition of an earlier book I wrote, Consolidated Financial Statements: Concepts, Issues and Techniques (Paul Chapman Publishing, 1987). It soon became apparent that the area had changed so radically in the last eight years that a complete rewrite was necessary, and hence this new book has been born (or rather quarried!). It has the same objectives as the previous one, ‘to facilitate an understanding of the technical processes underlying consolidation and group financial reporting within the context of contemporary accounting theory and practice'.
Consolidated financial reporting is often viewed as a mere technical exercise. It is relegated to relative obscurity in many advanced accounting courses as a necessary evil, a series of hard techniques to be mastered. This is reflected in the treatment given in many texts. However, recent developments mean that it has also become one of the central, if not the most central, new conceptual areas in financial accounting, and certainly the most intellectually challenging area at the centre of the current accounting debate. Most new financial reporting standards focus largely or exclusively on group accounting matters. Most topical controversies also relate to group accounting matters.
How is this book different from other books on consolidated financial statements? Whilst aiming for technical excellence, it grounds consolidation procedures within a clearly structured technical and conceptual framework which stresses the development of intuitive understanding. Within this framework controversial areas and debates about group accounting are addressed and the evidence examined. Thus it becomes possible to see why alternatives exist and to obtain a sense of perspective on current practice and likely future developments. The area has become so apparently complex, that without a clear, grounded intuitive understanding, it is not possible to negotiate one's way through it with any confidence. The book also provides ample coverage of areas which are normally only cursorily covered in most professional texts on consolidation, such as consolidated cash flow statements, statements of total recognized gains and losses, foreign currency translation and segmental reporting.
The book is designed so that the reader can select sections related to his or her interests without having to plough through irrelevant material. Many of the sections are self-contained and those which can be omitted, if desired, without loss in continuity, are marked clearly. Thus, for example, the reader more interested in straight technical mastery can use the book in a streamlined way, and the reader more interested in discussions and debates can also choose a clearly defined alternative route through it. The author's experience is that most students find the area stimulating when technique is ‘spiced’ with concepts and issues. The blend of calculation and discussion has a synergistic effect – calculations illustrate conceptual controversies, and conceptual controversies illuminate the use of technique.
Each of the major financial statements is examined in turn, including the consolidated cash flow statement, and their interrelationships examined. A major strength of the book is in providing clear layouts for applying techniques, so that why they work and what exactly the figures mean, is given as much prominence as how to use the techniques. Great care has been taken in ensuring only step-by-step increases in difficulty in each chapter, so that the student is not suddenly lost in a yawning chasm of unexplained complexity. Care has also been taken not to obscure principles with unnecessarily complex calculations. There are a significant [Page viii]number of worked examples and of both technical and discussion-style exercises.
The book also covers controversial areas and debates in such areas as acquisition and merger accounting, fair values at acquisition, goodwill, foreign currency translation, and segmental reporting. These are examined from the point of view of modern accounting theory and empirical evidence, in addition to considering the professional debates. The materials are also set into an international context and international accounting standards examined. Certain advanced topics are also addressed including the translation of foreign currency cash flow statements, subsidiary share issues, and cross-holdings of shares.
The book is aimed at second and third year undergraduates at universities, professional examination candidates, and postgraduates. Materials within it have been class-tested in both undergraduate and Masters’ level courses at Lancaster University, and similar material in the previous book has been widely used nationally and internationally. It is the author's experience that the material presented here has sufficient variety and depth to form a substantial core of advanced financial accounting and accounting theory courses. Students like it because it contains technique, but it is the author's view that only if theory, practice and technique are properly integrated is the richness of accounting as an academic and professional subject realized.
The first seven chapters are what many would regard as core chapters, and it is necessary to cover these approximately in order (though not to cover all the sections in each chapter). The remaining chapters can be covered in any order, except to note that material on the foreign currency translation and the cash flow statement in Chapter 11 requires prior reading of Chapter 9. There is a solutions manual available to adopters of the text which contains solutions to all the problems laid out consistently with the examples in the text. There are also laser-printed slide-masters for adopters which can be photocopied to make accompanying lecture slides. Possible usage of the text in different types of courses is suggested as follows:
Course emphasis Coverage Mainstream introduction Core sections of 1–7 and a selection of the remaining chapters Technical focus 1, technical sections of 3–12 Issue driven focus Discussion areas of 1, 2, 3, 4, 5, 6, 11, 12 Accounting standards focus Technical areas and institutional discussions in 1–5, 8, 9, 11, 12
Changes from the previous book: All the chapters and most areas within chapters have been newly written or rewritten to reflect the sea-change in professional accounting requirements and academic perspectives since 1987. There are new chapters on fair values and goodwill and cash flow statements. The translation of foreign currency cash flow statements is dealt with in Chapter 11, and the relationship between group accounting developments and professional bodies’ conceptual frameworks is examined in the last chapter.
Chapters and sections within chapters which cover similar topics to the previous book have been extensively reorganized so that topics are more clearly delineated. For example, in the chapters on consolidation adjustments, the discussion of consolidation concepts has been moved to a separate section; the treatment of associates has been rationalized and extended. Many more worked examples and exercises have been included, and the presentation of techniques improved as a result of experience. More detailed institutional material has been segregated so it can be read or omitted without loss in continuity. Areas which users of the previous book have indicated were not widely used have been cut or curtailed to make room for more relevant material.[Page ix]Acknowledgements
I would like to express my gratitude to the following people who through their comments, suggestions and encouragement assisted in the preparation of this book or in improving my understanding of the area of group accounting and consolidation: Cliff Taylor; my colleagues at Lancaster University, Pelham Gore, T.S. Ho, Roger Mace, Michael Mumford, Ken Peasnell and John O'Hanlon; also Professor Dieter Ordelheide, Barry Shippen, Elizabeth Stephenson, Marianne Lagrange of Paul Chapman Publishing, and past and present undergraduates on the ACF 301 courses and postgraduates on ACF 601 and 603 who endured the many errors and many drafts, and who provided the stimulus for the book. I am grateful to The BOC Group and Thorn EMI for permission to reproduce extracts from their accounts. I would also like to thank Moreen Cunliffe, Linda Airey, Jackie Downham, Penny Greer and Freda Widders for their administrative help which freed me to concentrate on writing the book, and various staff of standard-setting bodies, of technical departments of accounting firms, and of professional bodies who did their best to answer numerous difficult, obscure, or sometimes plain silly, technical or interpretive queries.
Obviously, any errors remaining are my own responsibility. I'm very grateful to my wife Trish for helping me keep some sense of perspective, by kind words, by patience, and sometimes by firm words spoken in kindness.[Page x]
Appendix: Abbreviated Solution Notes[Page 350]
These are intended to provide check figures to help you with your attempts at certain core numerical problems in the chapters. They are not complete solutions, which are provided in the Solutions Manual, available to teachers of courses using the text.
- In group 1 ‘yes’ as A controls 55% of the votes – subsidiary votes are included. In group 2 ‘no’ on the basis of voting rights alone. As A holds a ‘participating interest’, there may be other evidence not given here to suggest A can exercise a dominant influence. This is likely unless B's holding is held 50/50 with another company.[Page 351]
- not necessarily unless there is evidence of unified management, which requires integrated operations, or otherwise dominant influence.
- [Page 351]
- Not at June 19×1 because the option is exercisable at a future date. There is benefit but not power to deploy. Yes at December 19×2 even though the option is worthless as shares covered by the option are treated as shares held; only 40 per cent of the shareholders’ votes are controlled [(10% × 10m + 100% × 5m)/(10m + 5m)], but 73 per cent of the directors votes [(10% × 10m + 100% × 2 × 5m)/(10m + 5m)] and it is a member. It is a subsidiary undertaking at 30 June 19×2.
- Nominal value of shares issued = £50m, fair value = £150m, under the former (merger) Wholla's share capital, and share premium/merger reserve are £110m and £20m, and under the latter £110m and £120m.
- On merger cancellation in the consolidated balance sheet, share capital = (£110m), share premium (£20m), other consolidated reserves (subsidiary share premium) is (£10m) and retained profits (£190m).
Under acquisition accounting share capital = (£110m), share premium/merger reserve (£120m) and retained profits (£100m).
In both consolidated balance sheet assets are £630m, liabilities (£240m), share capital (£110m). Then in the merger balance sheet: share premium (£20m), other consolidated reserves (£10m) and retained profits (£250m), and the acquisition balance sheet share premium/merger reserve (£120m) and retained profits (£160m).
Nominal value investment = £75m, fair value £225m. Under merger accounting, if the investment is cancelled against Bitta's balances only, the consolidated share capital is (£135m), share premium (£20m), other consolidated reserves (subsidiary share premium) nil, and consolidated retained profits (£235m). Under acquisition accounting share capital is the same (the parent's), share premium/merger reserve (£170m), retained profits (£160m) and goodwill £75m.
Offer terms £4.5m cash plus £67.5m nominal (= £72m), or plus £202.5m fair value (= £207m). So adjusted Wholla share capital is £127.5m; share premium/merger reserve is £155m under acquisition accounting and retained profits £158m. Under merger accounting if progressive cancellation is done against the subsidiary's balances – consolidated retained profits is £221m; under acquisition accounting they are £158m, goodwill is £72m. Under both minority interests is (£17m).
- Goodwill = £12m, retained profits = (£300.4m), minority = (£45.6m).
- Investment in associate = £26m (goodwill = £5m, net assets = £21m), retained prof its = (£306.4m).
- 20 (cost) + 25% [55–31] (25% net profits since acq.) = 5 (goodwill) + 25% × 84 (net assets now).
- 72 (cost) + 60% × [64 – 50] (60% ret profits since acq) = 12 (goodwill) + 60% × 114 (net assets now). Under the entity approach goodwill = £20m (i.e. 12 + 8), minority = £53.6m (i.e. 45.6 + 8). Consolidated retained profits under all approaches = £300.4m.
- Investment in Tinyfry = £21m, retained profits = (£289.4m), goodwill = zero.
- Investment in Tinyfry = £25m, retained profits = (£304.8m), goodwill = £11.4m.
Consequent extra depreciation is (£90m – £80m)/4 = £2.5m per annum, split pro-rata parent/minority.
Entries in the following columns of the balance sheet cancellation table are:
Cost of investment = 2m × £2.30 + £25m/1.12 + £lm (only incremental costs) = £69.32m.
Creditor Clinton's records (Yeltsin) – corrected company balance = (£24m) CR, aligned creditor = (£45m).
Opening stock profit = £2m, closing stock profit = £4m.
Full elimination against stock of £4m – all against consolidated retained profits if downstream, £2.4m against retained profits and £1.6m against minority if upstream.
Entries in the following columns of the balance sheet cancellation table are:
- Exercise 7.2 (d) – Overbearing Inadequate: With minority (60 per cent owned)
In consolidated balance sheet cancellation table:
In consolidated profit and loss cancellation table:[Page 354]
Revenues and expenses of Inadequate are included for 6 months on a pro-rata basis except for dividends – Overbearing is only entitled to receive the final dividend. Also 6 months goodwill amortization is charged.
Revenues and expenses of Grovel are included for 9 months on a pro-rata basis except for dividends – Overbearing is only entitled to receive the interim. Also 9 months goodwill amortization is charged, as is the consolidated profit on disposal.
Reconciliation of operating profit to net cash inflow from operating activities:
Operating profit 78 Depreciation charges 15 Loss on fixed asset sale 2 Increase in (operating) debtors (15) Increase in (operating) creditors 25 Increase in stocks (40) Net cash inflow from operating activities 65
Includes: Operating receipts = £572m, interest paid (£6m), dividends paid (£23m) parent, (£6m) minority, loan issues £19m.
Reconciliation: Operating profit = £167m, depreciation 25m, loss on fixed asset £6m, debtors decrease £10m, stock increase (£30m), creditors decrease (£1m).[Page 356]
- Gruppe Group – Consolidated cash flow statement – for the year ended 31 December 1995
Reconciliation of operating profit to cash inflow from operating activities:
£m Operating profit 30 Depreciation charges 15 Increase in (operating) debtors (5) Increase in (operating) creditors — Decrease in stocks 2 Goodwill amortized 2 Net cash inflow from operating activities 44
Cash equivalents = cash + deposits – overdrafts
Subsidiary acquired: fixed assets 8, stocks 9, debtors 4, cash 2, creditors (5), tax (2), minority (4), goodwill 8.
Consideration: shares 14, cash 6.
In cancellation table under slice-by-slice approach, goodwill = £2.5m, consolidated retained earnings = £71.75, and minority interests = £3.75.
In cancellation table under simultaneous approach, goodwill = £62m, consolidated retained earnings = £1,572m, and minority interests = £110m.
In cancellation table under simultaneous approach, goodwill = £75.5m, consolidated retained earnings = £1581.5m, and minority interests = £114m.
Majority holdings, B = 1.0, P = 0.6B + 0.250, 0 = 0.65B + 0.3P
Minority holdings, B = 0.0, P = 0.15 + 0.6B + 0.250, 0 = 0.05 + 0.65B + 0.3P
Journal entry at purchase date DR Fixed asset £2,174, CR Creditors £2,174.
One transaction approach DR Creditors £2,500, CR Cash 2,500. DR Fixed asset £326, CR Creditors 326.
Two transaction approach DR Creditors £2,500, CR Cash 2,500. DR Exchange loss £326, CR Creditors 326.
Marks are weakening against the £, temporal gain, closing rate loss, current/non-current loss, monetary/non-monetary gain. Francs are strengthening against the £, therefore gains and losses are exactly reversed.
Opening balance sheet – Share capital and reserves (by differencing), closing rate £2,021, temporal £1,937.
Closing balance sheet – Share capital and reserves (by differencing), closing rate £2,565, temporal £2,406.
Profit and loss account – Closing rate (average rate) exchange gain by differencing £97, temporal exchange loss by differencing £24.
Using ‘historical’ rate to translate goodwill, 80 per cent of subsidiary's translated pre-acq equity = £1,280. Goodwill = £1,720.
Parent's retained profits after adjusting for transaction loss on loan = £49,475 – (475 – 413)= £49,413.
Consolidated retained profits = £49,497 (don't forget goodwill amortization).
Goodwill amortization is £344m p.a., minority interests = 25% × 447 = £89.4m, net reserve movement (gain) = £77.6m. Consolidated retained profit for year = £5,074m.
Flow statement of exposed items in maracas:
Temporal – Sales 112,000, Purchases (108,000), Other expenses (1,900), Fixed asset purchases (3,000).
Closing rate – Sales 112,000, COGS (107,000), Other expenses (1,900), Depreciation (1,000).
Calculating the exchange gain or loss given the exposure pattern
The 10 per cent quantitative criteria are based on turnover £1,200, net assets = £600, profits = £85.
Turnover = Toys and Bookshops reportable, net assets = Chemicals and Bookshops reportable,
Profit equal = Toys and Bookshops, Profit turnover = all, Profit net assets = Toys and Bookshops.
Materiality becomes turnover £1,100, net assets £700 [10% × (400 + 2,000 + 3,600 + 1,100 – 100)], profits £75 [10% × (200 + 150 + 500 – 100)].
External sales = 3,200 Toys, 800 Chemicals, 7,000 Bookshops.
Segment profits = 200 + 150 + 400 (Bkshops – 100 stock profits) = 750.
Reported profits = 750 – 100 (corp costs) – 150 (int) = £500m.
Segment net assets = 300 (Toys – 100 stock profits) + 2,000 + 3,600 + 1,100 (corp assets) = £7,000.
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