International GAAP® 2019: Generally Accepted Accounting Practice under International Financial Reporting Standards

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  comprehensive income in the period in which the dividend is paid. However, it is the

  net assets in the consolidated financial statements that are relevant, not those in the

  subsidiary’s, joint venture’s or associate’s own financial statements, which may be

  different if the parent acquired the subsidiary.

  Testing assets for impairment is described in Chapter 20. There are particular problems

  to consider in trying to assess the investments in subsidiaries, joint ventures and

  associates for impairment. These are discussed in Chapter 20 at 12.4.

  2.4.1.C Returns

  of

  capital

  Returns of share capital are not usually considered to be dividends and hence they are

  not directly addressed by IAS 27. They are an example of a ‘distribution’, the broader

  term applied when an entity gives away its assets to its members.

  At first glance, a return of capital appears to be an obvious example of something that

  ought to reduce the carrying value of the investment in the parent. We do not think that

  is necessarily the case. Returns of capital cannot easily be distinguished from dividends.

  For example, depending on local law, entities may be able to:

  • make repayments that directly reduce their share capital; or

  • create reserves by transferring amounts from share capital into retained earnings

  and, at the same time or later, pay dividends from that reserve.

  Returns of capital can be accounted for in the same way as dividends, i.e. by applying the

  impairment testing process described above. However, the effect on an entity that makes

  an investment (whether on initial acquisition of a subsidiary or on a subsequent injection

  of capital) and immediately receives it back (whether as a dividend or return of capital)

  generally will be of a return of capital that reduces the carrying value of the parent’s

  investment. In these circumstances there will be an impairment that is equal to the dividend

  that has been received (provided that the consideration paid as investment was at fair

  value). If there is a delay between the investment and the dividend or return of capital then

  the impairment (if any) will be a matter of judgement based on the criteria discussed above.

  2.4.2

  Distributions of non-cash assets to owners (IFRIC 17)

  Entities sometimes make distributions of assets other than cash, e.g. items of property,

  plant and equipment, businesses as defined in IFRS 3, ownership interests in another

  entity or disposal groups as defined in IFRS 5. IFRIC 17 has the effect that gains or losses

  relating to some non-cash distributions to shareholders will be accounted for in profit

  or loss. The Interpretation addresses only the accounting by the entity that makes a

  non-cash asset distribution, not the accounting by recipients.

  558 Chapter

  8

  2.4.2.A Scope

  IFRIC 17 applies to any distribution of a non-cash asset, including one that gives the

  shareholder a choice of receiving either non-cash assets or a cash alternative if it is

  within scope. [IFRIC 17.3].

  The Interpretations Committee did not want the Interpretation to apply to exchange

  transactions with shareholders, which can include an element of distribution, e.g. a sale

  to one of the shareholders of an asset having a fair value that is higher than the sales

  price. [IFRIC 17.BC5]. Therefore, it applies only to non-reciprocal distributions in which

  all owners of the same class of equity instruments are treated equally. [IFRIC 17.4].

  The Interpretation does not apply to distributions if the assets are ultimately controlled by

  the same party or parties before and after the distribution, whether in the separate,

  individual and consolidated financial statements of an entity that makes the distribution.

  [IFRIC 17.5]. This means that it will not apply to distributions made by subsidiaries but only to

  distributions made by parent entities or individual entities that are not themselves parents.

  In order to avoid ambiguity regarding ‘common control’ and to ensure that demergers

  achieved by way of distribution are dealt with, the Interpretation emphasises that ‘common

  control’ is used in the same sense as in IFRS 3. A distribution to a group of individual

  shareholders will only be out of scope if those shareholders have ultimate collective power

  over the entity making the distribution as a result of contractual arrangements. [IFRIC 17.6].

  If the non-cash asset distributed is an interest in a subsidiary over which the entity

  retains control, this is accounted for by recognising a non-controlling interest in the

  subsidiary in equity in the consolidated financial statements of the entity, as required by

  IFRS 10 paragraph 23 (see Chapter 7 at 4). [IFRIC 17.7].

  2.4.2.B

  Recognition, measurement and presentation

  A dividend is not a liability until the entity is obliged to pay it to the shareholders.

  [IFRIC 17.10]. The obligation arises when payment is no longer at the discretion of the

  entity, which will depend on the requirements of local law. In some jurisdictions, the

  UK for example, shareholder approval is required before there is a liability to pay. In

  other jurisdictions, declaration by management or the board of directors may suffice.

  The liability is measured at the fair value of the assets to be distributed. [IFRIC 17.11]. If an

  entity gives its owners a choice of receiving either a non-cash asset or a cash alternative, the

  entity estimates the dividend payable by considering both the fair value of each alternative

  and the associated probability of owners selecting each alternative. [IFRIC 17.12]. IFRIC 17

  does not specify any method of assessing probability nor its effect on measurement.

  IFRS 5’s requirements apply also to a non-current asset (or disposal group) that is classified

  as held for distribution to owners acting in their capacity as owners (held for distribution

  to owners). [IFRS 5.5A, 12A, 15A]. This means that assets or asset groups within scope of

  IFRS 5 will be carried at the lower of carrying amount and fair value less costs to distribute.

  [IFRS 5.15A]. Assets not subject to measurement provisions of IFRS 5 are measured in

  accordance with the relevant standard. In practice, most non-cash distributions of assets

  out of scope of the measurement provisions of IFRS 5 will be of assets held at fair value

  in accordance with the relevant standard, e.g. financial instruments and investment

  Separate and individual financial statements 559

  property carried at fair value. [IFRS 5.5]. Accordingly there should be little difference, if any,

  between their carrying value and the amount of the distribution.

  The liability is adjusted as at the end of any reporting period at which it remains

  outstanding and at the date of settlement with any adjustment being taken to equity.

  [IFRIC 17.13]. When the liability is settled, the difference, if any, between its carrying

  amount and the carrying amount of the assets distributed is accounted for as a separate

  line item in profit or loss. [IFRIC 17.14-15]. IFRIC 17 does not express any preference for

  particular line items or captions in the income statement.

  It is rare for entities to distribute physical assets such as property, plant and equipment

  to shareholders, although these distributions are common within groups and hence o
ut

  of scope of IFRIC 17. In practice, the Interpretation will have most effect on demergers

  by way of distribution, as illustrated in the following example.

  Example 8.5:

  Non-cash asset distributed to shareholders

  Conglomerate Plc has two divisions, electronics and music, each of which is in a separate subsidiary. On

  18 December 2018 the shareholders approve a non-cash dividend in the form of the electronics division,

  which means that the dividend is a liability when the annual financial statements are prepared as at

  31 December 2018. The distribution is to be made on 17 January 2019.

  In Conglomerate Plc’s separate financial statements at 18 December and 31 December, the investment in

  Electronics Ltd, which holds the electronics division, is carried at €100 million; the division has consolidated

  net assets of €210 million. The fair value of the electronics division at 18 December and 31 December is

  €375 million, so is the amount at which the liability to pay the dividend is recorded in Conglomerate Plc’s

  separate financial statements and in its consolidated financial statements, as follows:

  Conglomerate Plc

  Separate financial statements

  Consolidated financial statements

  €

  €

  €

  €

  Dr equity

  375

  Dr

  equity

  375

  Cr

  liability

  375

  Cr

  liability

  375

  In Conglomerate’s separate financial statements its investment in Electronics Ltd of €100 million is classified as held

  for distribution to owners. In the consolidated financial statements, the net assets of €210 million are so classified.

  If the value of Electronics Ltd had declined between the date of declaration of the dividend and the period

  end, say to €360 million (more likely if there had been a longer period between declaration and the period

  end) then the decline would be reflected in equity and the liability recorded at €360 million. Exactly the same

  entry would be made if the value were €375 million at the period end and €360 million on the date of

  settlement (Dr liability €15 million, Cr equity €15 million).

  The dividend is paid on 17 January 2019 at which point the fair value of the division is €360 million. There

  was no change in the carrying value of the investment in the separate financial statements and of the net assets

  in the consolidated financial statements between 31 December and distribution date. The difference between

  the assets distributed and the liability is recognised as a gain in profit or loss.

  Conglomerate Plc

  Separate financial statements

  Consolidated financial statements

  €

  €

  €

  €

  Dr liability

  360

  Dr

  liability

  360

  Cr profit or loss

  260

  Cr profit or loss

  150

  Cr asset held for sale

  100

  Cr disposal group

  210

  560 Chapter

  8

  The entity must disclose, if applicable:

  (a) the carrying amount of the dividend payable at the beginning and end of the period: and

  (b) the increase or decrease in the carrying amount recognised in the period as a result

  of a change in the fair value of the assets to be distributed. [IFRIC 17.16].

  If an entity declares a dividend that will take the form of a non-cash asset after the end

  of a reporting period but before the financial statements are authorised the following

  disclosure should be made:

  (a) the nature of the asset to be distributed;

  (b) the carrying amount of the asset to be distributed as of the end of the reporting

  period; and

  (c) the estimated fair value of the asset to be distributed as of the end of the reporting

  period, if it is different from its carrying amount, and the information about the

  method used to determine that fair value required by IFRS 13 – paragraphs 93(b),

  (d), (g) and (i) and 99 (see Chapter 14 at 20.3). [IFRIC 17.17].

  3 DISCLOSURE

  An entity applies all applicable IFRSs when providing disclosures in the separate

  financial statements. [IAS 27.15]. In addition there are a number of specific disclosure

  requirements in IAS 27 which are discussed below.

  3.1

  Separate financial statements prepared by parent electing not to

  prepare consolidated financial statements

  When separate financial statements are prepared for a parent that, in accordance with

  the exemption discussed at 1.1 above, elects not to prepare consolidated financial

  statements, those separate financial statements are to disclose: [IAS 27.16]

  (a) the fact that the financial statements are separate financial statements; that the

  exemption from consolidation has been used; and the name and the principal place of

  business (and country of incorporation, if different) of the entity whose consolidated

  financial statements that comply with IFRS have been produced for public use and the

  address where those consolidated financial statements are obtainable;

  (b) a list of significant investments in subsidiaries, joint ventures and associates, including:

  (i) the name of those investees;

  (ii) the principal place of business (and country of incorporation, if different) of

  those investees; and

  (iii) its proportion of the ownership interest and, if different, proportion of voting

  rights held in those investees; and

  (c) a description of the method used to account for the investments listed under (b).

  In addition to disclosures required by IAS 27, an entity also has to disclose in its separate

  financial statements qualitative and quantitative information about its interests in

  unconsolidated structured entities as required by IFRS 12. IFRS 12 does not generally apply

  to an entity’s separate financial statements to which IAS 27 applies but if it has interests in

  unconsolidated structured entities and prepares separate financial statements as its only

  Separate and individual financial statements 561

  financial statements, it must apply the requirements in paragraphs 24 to 31 of IFRS 12 when

  preparing those separate financial statements (see Chapter 13 at 6). [IFRS 12.6(b)].

  The disclosures in IFRS 12 are given only where the parent has taken advantage of the

  exemption from preparing consolidated financial statements. Where the parent has not

  taken advantage of the exemption, and also prepares separate financial statements, it

  gives the disclosures at 3.3 below in respect of those separate financial statements.

  3.2

  Separate financial statements prepared by an investment entity

  When an investment entity that is a parent (other than a parent electing not to prepare

  consolidated financial statements) prepares separate financial statements as its only

  financial statements, it discloses that fact. The investment entity also presents disclosures

  relating to investment entities required by IFRS 12 (see Chapter 13 at 4.6). [IAS 27.16A].

  3.3

  Separate financial statements prepared by an entity other than a

  parent electing not to prepare consolidated financial statements

&nb
sp; As drafted, IAS 27 requires the disclosures at (a), (b) and (c) below to be given by:

  • a parent preparing separate financial statements in addition to consolidated financial

  statements (i.e. whether or not it is required to prepare consolidated financial

  statements – the disclosures in 3.1 above apply only when the parent has actually

  taken advantage of the exemption, not merely when it is eligible to do so); and

  • an entity (not being a parent) that is an investor in an associate or in a joint venture

  in respect of any separate financial statements that it prepares, i.e. whether:

  (i) as its only financial statements (if permitted by IAS 28), or

  (ii) in addition to financial statements in which the results and net assets of

  associates or joint ventures are included.

  The relevance of certain of these disclosures to financial statements falling within (i)

  above is not immediately obvious (see 3.3.1 below).

  Where an entity is both a parent and either an investor in an associate or in a joint

  venture, it should follow the disclosure requirements governing parents – in other

  words, it complies with the disclosures in 3.1 above if electing not to prepare

  consolidated financial statements and otherwise with the disclosures below.

  Separate financial statements prepared by an entity other than a parent electing not to

  prepare consolidated financial statements must disclose: [IAS 27.17]

  (a) the fact that the statements are separate financial statements and the reasons why

  those statements are prepared if not required by law;

  (b) a list of significant investments in subsidiaries, joint ventures and associates,

  including for each such investment its:

  (i) name;

  (ii) principal place of business (and country of incorporation, if different); and

  (iii) proportion of ownership interest and, if different, proportion of voting power

  held; and

  (c) a description of the method used to account for the investments listed under (b).

  562 Chapter

  8

  The separate financial statements must also identify the financial statements prepared

  in accordance with the requirements of IFRS 10 (requirement to prepare consolidated

 

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