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

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  6.4.6.B

  Share price-based contingencies

  The provisions here are more straightforward. In these cases, if the effect is dilutive, the

  calculation of diluted EPS is based on the number of shares that would be issued if the

  market price at the end of the reporting period were the market price at the end of the

  contingency period. If the condition is based on an average of market prices over a

  period of time that extends beyond the end of the reporting period, the average for the

  period of time that has lapsed should be used. Again the standard explains that, because

  the market price may change in a future period, the calculation of basic earnings per

  Earnings per share 2929

  share does not include such contingently issuable ordinary shares until the end of the

  contingency period because not all necessary conditions have been satisfied. [IAS 33.54].

  6.4.6.C Other

  contingencies

  The requirement regarding contingencies not driven by earnings or share price is as

  follows: ‘assuming that the present status of the condition remains unchanged until the

  end of the contingency period, the contingently issuable ordinary shares are included

  in the calculation of diluted earnings per share according to the status at the end of the

  reporting period.’ [IAS 33.56].

  The standard illustrates the ‘other contingency’ rules by the example of shares being

  issued depending upon the opening of a specified number of retail sites, and such a

  contingency is included in the numerical example in the standard (see Example 33.14

  at 6.4.6.A above). As is the case for earnings-based contingencies discussed above, it

  would seem that such conditions are always deemed to be expressed as a cumulative

  hurdle which may or may not be met by the end of the reporting period. Accordingly,

  the required treatment would be the same if the condition had been expressed in terms

  of achieving a certain average annual level of shop openings.

  6.4.7

  Potential ordinary shares of investees

  A subsidiary, joint venture or associate may issue to parties other than the parent or

  investors with joint control of, or significant influence over the investee potential

  ordinary shares that are convertible into either ordinary shares of the subsidiary, joint

  venture or associate, or ordinary shares of the parent or investors with joint control of,

  or significant influence over the investee (the reporting entity). If these potential

  ordinary shares of the subsidiary, joint venture or associate have a dilutive effect on the

  basic EPS of the reporting entity, they should be included in the calculation of diluted

  earnings per share. [IAS 33.40].

  The standard requires that such potential ordinary shares should be included in the

  calculation of diluted EPS as follows:

  (a) instruments

  issued

  by a subsidiary, joint venture or associate that enable their

  holders to obtain ordinary shares of the subsidiary, joint venture or associate

  should be included in calculating the diluted EPS data of the subsidiary, joint

  venture or associate. Those EPS are then included in the reporting entity’s EPS

  calculations based on the reporting entity’s holding of the instruments of the

  subsidiary, joint venture or associate; and

  (b) instruments of a subsidiary, joint venture or associate that are convertible into the

  reporting entity’s ordinary shares should be considered among the potential

  ordinary shares of the reporting entity for the purpose of calculating diluted EPS.

  Similarly, options or warrants issued by a subsidiary, joint venture or associate to

  purchase ordinary shares of the reporting entity should be considered among the

  potential ordinary shares of the reporting entity in the calculation of consolidated

  diluted EPS. [IAS 33.A11].

  For the purpose of determining the EPS effect of instruments issued by a reporting entity

  that are convertible into ordinary shares of a subsidiary, joint venture or associate, the

  standard requires that the instruments are assumed to be converted and the numerator

  2930 Chapter 33

  (profit or loss attributable to ordinary equity holders of the parent entity) adjusted as

  necessary in accordance with the normal rules (see 6.2.1 above). In addition to those

  adjustments, the numerator is adjusted for any change in the profit or loss recorded by the

  reporting entity (such as dividend income or equity method income) that is attributable to

  the increase in the number of ordinary shares of the subsidiary, joint venture or associate

  outstanding as a result of the assumed conversion. The denominator of the diluted EPS

  calculation is not affected because the number of ordinary shares of the reporting entity

  outstanding would not change upon assumed conversion. [IAS 33.A12].

  The computation under (a) above is illustrated in the following example. [IAS 33.IE10].

  Example 33.15: Warrants issued by a subsidiary

  Parent:

  Profit attributable to ordinary equity

  €12,000 (excluding any earnings of, or dividends paid by, the

  holders of the parent entity

  subsidiary)

  Ordinary shares outstanding

  10,000

  Instruments of subsidiary owned by

  800 ordinary shares

  the parent

  30 warrants exercisable to purchase ordinary shares of subsidiary

  300 convertible preference shares

  Subsidiary:

  Profit

  €5,400

  Ordinary shares outstanding

  1,000

  Warrants

  150, exercisable to purchase ordinary shares of the subsidiary

  Exercise price

  €10

  Average market price of one

  ordinary share

  €20

  Convertible preference shares

  400, each convertible into one ordinary share

  Dividends on preference shares

  €1 per share

  No inter-company eliminations or adjustments were necessary except for dividends.

  For the purposes of this illustration, income taxes have been ignored.

  Subsidiary’s earnings per share

  €5,400(a) – €400(b)

  Basic EPS

  €5.00

  calculated:

  1,000(c)

  €5,400(d)

  Diluted EPS

  €3.66

  calculated:

  1,000 + 75(e) + 400(f)

  (a)

  Subsidiary’s profit.

  (b)

  Dividends paid by subsidiary on convertible preference shares.

  (c)

  Subsidiary’s ordinary shares outstanding.

  (d)

  Subsidiary’s profit attributable to ordinary equity holders (€5,000) increased by €400 preference

  dividends for the purpose of calculating diluted earnings per share.

  (e)

  Incremental shares from warrants, calculated: [(€20 – €10) ÷ €20] × 150.

  (f)

  Subsidiary’s ordinary shares assumed outstanding from conversion of convertible preference

  shares, calculated: 400 convertible preference shares × conversion factor of 1.

  Consolidated earnings per share

  €12,000(g) – €4,300(h)

  Basic EPS

  €1.63

  calculated:

  10,000(i)

  �
�12,000 + €2,928(j) + €55(k) + €1,098(l)

  Diluted EPS

  €1.61

  calculated:

  10,000

  Earnings per share 2931

  (g)

  Parent’s profit attributable to ordinary equity holders of the parent entity.

  (h)

  Portion of subsidiary’s profit to be included in consolidated basic earnings per share, calculated:

  (800 × €5.00) + (300 × €1.00)

  (i) Parent’s

  ordinary shares outstanding.

  (j)

  Parent’s proportionate interest in subsidiary’s earnings attributable to ordinary shares, calculated:

  (800 ÷ 1,000) × (1,000 shares × €3.66 per share)

  (k)

  Parent’s proportionate interest in subsidiary’s earnings attributable to warrants, calculated:

  (30 ÷ 150) × (75 incremental shares × €3.66 per share)

  (l)

  Parent’s proportionate interest in subsidiary’s earnings attributable to convertible preference

  shares, calculated: (300 ÷ 400) × (400 shares from conversion × €3.66 per share)

  This example does not illustrate the classification of the components of convertible financial instruments as

  liabilities and equity or the classification of related interest and dividends as expenses and equity as required

  by IAS 32.

  6.4.8

  Contingently issuable potential ordinary shares

  The standard requires that contingently issuable potential ordinary shares (other than

  those covered by a contingent share agreement, such as contingently issuable

  convertible instruments) to be included in the diluted EPS calculation as follows:

  (a) determine whether the potential ordinary shares may be assumed to be issuable

  on the basis of the conditions specified for their issue in accordance with the

  provisions of the standard for contingent ordinary shares (see 6.4.6 above); and

  (b) if those potential ordinary shares should be reflected in diluted EPS, determine

  their impact on the calculation of diluted earnings per share by following the

  provisions of the standard for that type of potential ordinary share.

  However, exercise or conversion is not to be assumed for the purpose of calculating

  diluted earnings per share unless exercise or conversion of similar outstanding potential

  ordinary shares that are not contingently issuable is assumed. [IAS 33.57].

  7

  PRESENTATION, RESTATEMENT AND DISCLOSURE

  7.1 Presentation

  As discussed in Chapter 3 at 3.2.1, IAS 1 requires that all items of income and expense

  be presented either:

  (a) in a single statement of profit or loss and comprehensive income; or

  (b) in two separate statements:

  (i) a statement of profit or loss; and

  (ii) a statement, beginning with profit or loss, presenting items of other

  comprehensive income. [IAS 1.10A].

  If the approach in (b) is followed, the separate statement of profit or loss must be

  displayed immediately before the statement of comprehensive income. [IAS 1.10A].

  If (a) is adopted, the EPS presentational requirements below apply to that single

  statement. If (b) is chosen, the requirements apply to the separate statement of profit or

  loss only and not the separate statement of comprehensive income. [IAS 33.4A, 67A, 68A].

  2932 Chapter 33

  IAS 33 requires the presentation of basic and diluted EPS (with equal prominence and even

  if the amounts are negative – i.e. a loss per share) for each period for which a statement of

  comprehensive income (or separate income statement) is presented. [IAS 33.66, 69]. This is

  required for the profit or loss attributable to ordinary equity holders for:

  (a) overall

  profit;

  (b) profit or loss from continuing operations; and

  (c) profit or loss from discontinued operations, if any. [IAS 33.66, 68].

  In the case of (a) and (b), separate figures are required for each class of ordinary shares

  with a different right to share in profits for the period. The figures for (a) and (b) must be

  displayed on the face of the statement. [IAS 33.66]. Those for (c) may be either on the face

  or in the notes. [IAS 33.68]. The standard states that if diluted EPS is given for at least one

  period it must be given for all periods presented. IAS 33 notes that if basic and diluted EPS

  are equal, dual presentation can be accomplished in one line in the statement. [IAS 33.67].

  Regarding (c), the wording of the standard is not very clear. In particular, if an entity has

  more than one discontinued operation it does not specify whether separate EPS

  disclosures are required for each or whether one aggregate figure is needed. The

  wording leans to the former, as it uses the singular – ‘An entity that reports a

  discontinued operation shall disclose the basic and diluted amounts per share for the

  discontinued operation ...’. However, IFRS 5 – Non-current Assets Held for Sale and

  Discontinued Operations – only requires the statement of comprehensive income (or

  separate income statement) to identify the total result from all discontinued operations.

  [IFRS 5.33]. In light of this, we believe aggregate figures are acceptable.

  The presentation of EPS data in addition to that required by IAS 33 is discussed at 5.5 above.

  7.2 Restatement

  IAS 33 contains requirements to restate prior periods’ EPS for events that change the

  number of shares outstanding without a corresponding change in resources.

  Additionally it specifies circumstances when EPS should not be restated.

  Basic and diluted EPS for all periods presented should be adjusted for:

  • events (other than the conversion of potential ordinary shares) which change the

  number of ordinary shares without a corresponding change in resources (discussed

  at 4.3 above); [IAS 33.26, 64]

  • the effects of errors and adjustments resulting from changes in accounting policies

  accounted for retrospectively (see 5.3 above); [IAS 33.64] and

  • the effects of group reorganisations that are accounted for as a pooling of interests

  (discussed at 4.6 above).

  No adjustment should be made:

  • to basic or diluted EPS when a share consolidation is combined with a special

  dividend where the overall commercial effect is that of a share repurchase at fair

  value (discussed at 4.3.2 above); [IAS 33.29]

  • to previously reported diluted EPS due to changes in the prices of ordinary shares

  which would have given a different dilutive effect for options and warrants; [IAS 33.47]

  Earnings per share 2933

  • to prior period diluted EPS as a result of a contingency period coming to an end

  without the conditions attaching to contingently issuable shares being met;

  [IAS 33.52] or

  • to prior period diluted EPS for changes in the assumptions used in the calculations

  or for the conversion of potential ordinary shares into ordinary shares. [IAS 33.65].

  7.3 Disclosure

  IAS 33 requires disclosure of the following:

  (a) the amounts used as the numerators in calculating basic and diluted EPS, and a

  reconciliation of those amounts to profit or loss attributable to the parent entity

  for the period. The reconciliation should include the individual effect of each class

  of instruments that affects EPS;

  (b) the weighted average number of ordinary shares used as t
he denominator in

  calculating basic and diluted earnings per share, and a reconciliation of these

  denominators to each other. The reconciliation should include the individual

  effect of each class of instruments that affects EPS;

  (c) instruments (including contingently issuable shares) that could potentially dilute

  basic EPS in the future, but were not included in the calculation because they were

  antidilutive for the period(s) presented; and

  (d) a description of ordinary share transactions or potential ordinary share

  transactions (other than those accounted for in EPS for the year – see 4.3 above –

  in which case that fact should be stated), that occur after the end of the reporting

  period and that would have changed significantly the number of ordinary shares or

  potential ordinary shares outstanding at the end of the period if those transactions

  had occurred before the end of the reporting period. [IAS 33.70].

  Examples of transactions in (d) include:

  (a) an issue of shares for cash;

  (b) an issue of shares when the proceeds are used to repay debt or preference shares

  outstanding at the end of the reporting period;

  (c) the redemption of ordinary shares outstanding;

  (d) the conversion or exercise of potential ordinary shares outstanding at the end of

  the reporting period into ordinary shares;

  (e) an issue of options, warrants, or convertible instruments; and

  (f) the achievement of conditions that would result in the issue of contingently

  issuable shares.

  The standard observes that EPS amounts are not adjusted for such transactions

  occurring after the reporting period because such transactions do not affect the amount

  of capital used to produce profit or loss for the period. [IAS 33.71]. Changes in ordinary

  shares are discussed at 4 above.

  The standard observes that financial instruments and other contracts generating

  potential ordinary shares may incorporate terms and conditions that affect the

  measurement of basic and diluted earnings per share. These terms and conditions may

  2934 Chapter 33

  determine whether any potential ordinary shares are dilutive and, if so, the effect on the

  weighted average number of shares outstanding and any consequent adjustments to

 

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