Chapter 6
Presentation of financial statements

List of examples

Chapter 6
Presentation of financial statements

1 INTRODUCTION

The following sections of FRS 102 – The Financial Reporting Standard applicable in the UK and Republic of Ireland – address the presentation, i.e. the form, content and structure, of financial statements:

  • Section 3 – Financial Statement Presentation;
  • Section 4 – Statement of Financial Position;
  • Section 5 – Statement of Comprehensive Income and Income Statement;
  • Section 6 – Statement of Changes in Equity and Statement of Income and Retained Earnings;
  • Section 7 – Statement of Cash Flows; and
  • Section 8 – Notes to the Financial Statements.

The above sections cover the content of a complete set of FRS 102 financial statements of an entity applying the full version of FRS 102, as issued in March 2018, including the primary statements and notes required, the concept of a true and fair view, and general principles underlying preparation of financial statements.

This chapter deals only with Sections 3 to 6 (see 3 to 7 below) and Section 8 (see 8 below). Section 7 is addressed in Chapter 7. FRS 102's requirements on presentation overlap with Section 1 – Scope (which covers the reduced disclosure framework – see Chapter 3), Section 2 – Concepts and Pervasive Principles (see Chapter 4) and Section 10 – Accounting Policies, Estimates and Errors (see Chapter 9). These sections are referred to in places in this chapter.

Small entities applying the small entities regime in FRS 102 apply the simpler presentation and disclosure requirements in Section 1A – Small Entities. These are based on the statutory requirements for companies subject to the small companies regime. See Chapter 5.

Statutory accounts prepared in accordance with FRS 102 by UK companies are Companies Act accounts and must also comply with statutory requirements included in:

  • the Companies Act 2006 (‘CA 2006’); and
  • The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410), as amended (‘the Regulations’) or The Small Companies and Groups (Accounts and Directors' Report) Regulations 2008 (SI 2008/409), as amended (‘the Small Companies Regulations’).

In particular, Companies Act accounts are required to give a true and fair view, and to comply with the applicable regulations governing the form and content of the balance sheet and profit and loss account and additional notes. [s396, s404].

Similarly, LLPs preparing statutory accounts and reports in accordance with FRS 102 prepare non-IAS accounts and must comply with the requirements of:

  • The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (SI 2008/1911), as amended; and
  • The Small Limited Partnerships (Accounts) Regulations 2008 (‘Small LLP Regulations’) (SI 2008/1912) and The Large and Medium-sized Limited Liability Partnerships (Accounts) Regulations 2008 (‘the LLP Regulations’) (SI 2008/1913), as amended.

Non-IAS accounts are required to give a true and fair view and comply with the applicable regulations governing the form and content of the balance sheet and profit and loss account and additional notes. [s396 (LLP), s404 (LLP)].

Chapter 1 at 6 provides information on the CA 2006 requirements for statutory accounts and reports for UK companies. The requirements for the accounts of LLPs are similar to those for UK companies. LLPs are not required to prepare statutory reports such as a strategic or directors' report.

FRS 102 mandates that UK companies and LLPs comply with the requirements for a balance sheet and profit and loss account in the applicable schedules to the Regulations or the LLP Regulations. [FRS 102.4.2, 5.5]. Sections 4 and 5 extend this requirement to other entities except to the extent that this conflicts with the statutory frameworks that apply to their financial statements. [FRS 102.4.1, 5.1].

The Regulations, LLP Regulations and FRS 102 share basic principles underlying the preparation of financial statements such as going concern, prudence, accruals, materiality, aggregation, and consistency, although the Regulations and LLP Regulations restrict further when profits may be reported in the profit and loss account (see 9 below). The Regulations and LLP Regulations also set out certain requirements for recognition and measurement of assets and liabilities (see 10 below), namely the historical cost accounting rules, the alternative accounting rules and the fair value accounting rules.

1.1 Applicability to UK companies, LLPs, and other entities

Except where otherwise stated, the rest of this chapter covers the presentation requirements for UK companies and for LLPs and highlights the main changes to the presentation requirements made by Amendments to FRS 102 – The Financial Reporting Standard Applicable in the UK and Republic of Ireland – Triennial review 2017: Incremental improvements and clarifications (Triennial review 2017).

UK GAAP (prior to implementation of FRS 100 – Application of Financial Reporting Requirements, FRS 101 – Reduced Disclosure Framework – Disclosure exemptions from EU-adopted IFRS for qualifying entities – and FRS 102) is referred to as ‘previous UK GAAP’.

While this chapter (see 4 below) addresses which profit and loss account and balance sheet formats are applied by a UK banking company (applying Schedule 2 to the Regulations – see definition at 4.2.2 below), a UK insurance company (applying Schedule 3 to the Regulations – see definition at 4.2.3 below) or, in group accounts, by the holding company of a banking or insurance group, it does not address the content of such formats in detail.

LLPs, qualifying partnerships (unless exempt under regulation 7 of The Partnerships (Accounts) Regulations 2008) and certain other entities preparing annual accounts in accordance with Part 15 of the CA 2006 (see 4.2.4 and 4.2.5 below) are subject to similar requirements to those for UK companies preparing Companies Act accounts, modified as necessary by the regulations that govern the content of their annual accounts. The formats for qualifying partnerships are based on those required for UK companies with the modifications discussed at 4.2.4. The formats applicable to LLPs are addressed throughout this chapter, but the main focus of the chapter is on UK companies. The Statement of Recommended Practice – Accounting by Limited Liability Partnerships (January 2017) (‘LLP SORP’) issued by Consultative Committee of Accounting Bodies (CCAB) provides additional guidance on the requirements of both FRS 102 and the LLP Regulations. The LLP SORP applies to accounting periods beginning on or after 1 January 2016. The LLP SORP is referred to, where relevant, but its requirements are not covered in detail in this publication.

The presentation requirements in Sections 4 and 5 apply to all entities, whether or not they report under the CA 2006. Entities that do not report under the CA 2006 shall comply with these requirements and with the Regulations (or, where applicable, the LLP Regulations), where referred to, except to the extent that these requirements are not permitted by any statutory framework under which such entities report. [FRS 102.4.1, 5.1].

1.2 Irish companies

In 2017, the Republic of Ireland transposed the Accounting Directive into Irish law. The Companies (Accounting) Act 2017 amended the Companies Act 2014 to introduce the small companies regime and a micro-companies regime (similar to but not identical to the UK small companies regime and micro-entities regime) into Irish law. These changes were effective for financial years beginning on or after 1 January 2017 (but could be early applied for financial years beginning on or after 1 January 2015, provided the financial statements had not yet been approved). The Triennial review 2017 amended Section 1A to reflect these changes. See Chapter 5 at 4.5.

1.3 Other entities

Other entities that apply FRS 102 may include entities required by their governing legislation, or other regulation or requirement to prepare financial statements that present a true and fair view. Entities that are not UK companies need to satisfy themselves that FRS 102 does not conflict with any relevant legal obligations. [FRS 102 Appendix III.41].

The FRC sets out summary information concerning the statutory frameworks for certain entities whose financial statements are required to present a true and fair view, including: building societies; UK, Scottish and Northern Ireland charities (accruals accounts), friendly societies; industrial and provident societies; occupational pension schemes. The FRC also comment on how application of FRS 102 relates to the required statutory framework. [FRS 102 Appendix III.42]. However, in some cases, these statutory frameworks, particularly for charities, may have changed so entities should make sure that the current legal requirements are referred to.

2 SUMMARY OF FRS 102'S PRESENTATION REQUIREMENTS

The statutory accounts of a UK company prepared in accordance with FRS 102 are Companies Act accounts. The statutory accounts of an LLP prepared in accordance with FRS 102 are non-IAS accounts. The requirements applying to LLP annual accounts are very similar to the requirements for company annual accounts. Certain other entities, including qualifying partnerships (unless exempt under regulation 7 of The Partnerships (Accounts) Regulations 2008) are also required to prepare statutory accounts in accordance with Part 15 of the CA 2006 (see 4.2.4 and 4.2.5 below).

The discussion below relates to the presentation requirements of full FRS 102. Section 1A can be applied by an entity subject to the small entities regime. Section 1A has simpler presentation and disclosures and is discussed further in Chapter 5. However, small entities are not required to apply Section 1A and could instead apply full FRS 102 or provide additional disclosures or present additional primary statements to those required by Section 1A.

In December 2017, FRS 102 was updated as part of the Triennial review 2017. Changes impacting presentation are discussed in the relevant sections below. These changes are effective for accounting periods beginning on or after 1 January 2019. Early application is permitted subject to all amendments being early adopted (with some exceptions to this) and disclosure of early adoption being made. See Chapter 3 at 1.3.

A complete set of FRS 102 financial statements contains: a statement of financial position, a statement of comprehensive income (either as a single statement or as a separate income statement and statement of comprehensive income), a statement of cash flows (unless exempt, see 3.5 below), a statement of changes in equity, and accompanying notes to the financial statements (together with comparatives). In certain circumstances, a statement of income and retained earnings can be presented instead of the statement of comprehensive income and statement of changes in equity. Other titles for the primary statements – such as a balance sheet or profit and loss account – can be used as long as they are not misleading.

FRS 102 specifies the content of the primary financial statements and notes. The profit and loss account section of the statement of comprehensive income and the statement of financial position must follow the profit and loss account and balance sheet formats respectively set out in the Regulations or LLP Regulations, as applicable. The Regulations and LLP Regulations allow UK companies (other than banking and insurance companies) and LLPs to make use of adapted formats as an alternative to the statutory formats. Where adapted formats are used, Sections 4 and 5 set out the line items required on the face of the statement of financial position (which must also present separate classifications for current assets, non-current assets, current liabilities, and non-current liabilities) and statement of comprehensive income. The adapted formats in FRS 102 are close to, but not exactly the same as, IAS 1 – Presentation of Financial Statements – formats. FRS 102 also requires supplementary analyses of certain line items to be presented in the statement of financial position or in the notes. An entity that does not report under the CA 2006 must also follow the same formats so long as these do not conflict with the statutory framework under which it reports. FRS 102 includes supplementary requirements on presentation of discontinued operations, which apply both to statutory and adapted formats. The requirements for the other primary financial statements are based on (but are simpler than) the requirements in IAS 1. See 4 to 8 below.

Financial statements must give a true and fair view of the financial position, financial performance and cash flows (when required to be presented) of the entity. This usually requires compliance with FRS 102, with additional disclosure where needed. However, FRS 102 provides for a ‘true and fair override’, consistent with the ‘true and fair override’ provided for in the CA 2006. See 9.2 below.

Like IAS 1 and the Regulations, FRS 102 sets out basic principles underlying the preparation of financial statements such as going concern, accruals, materiality and aggregation, consistency and offset. See 9 below.

A statement of compliance with FRS 102 (and, where applicable, with FRS 103 – Insurance Contracts) is required. FRS 102 contains certain requirements (marked ‘PBE’) to be applied only by public benefit entities. An entity that is a public benefit entity that applies these paragraphs must make an explicit and unreserved statement that it is a public benefit entity. See 3.8 below.

The notes to the financial statements should include: the basis of preparation; accounting policies (including judgements made and key sources of estimation uncertainty); disclosures required by FRS 102 not presented elsewhere in the financial statements; and information relevant to understanding the financial statements not presented elsewhere in the financial statements. Entities applying FRS 102 may also be subject to other disclosure requirements deriving from statutory or other regulatory frameworks, e.g. a UK company's statutory accounts must be prepared in accordance with Part 15 of the CA 2006 and the Regulations. See 9 below.

FRS 102 provides for a reduced disclosure framework in the individual financial statements of qualifying entities, i.e. members of a group included in publicly available consolidated financial statements intended to give a true and fair view. In particular, a qualifying entity need not present an individual cash flow statement. See Chapter 3 at 3.

IFRS 8 – Operating Segments – is scoped in for publicly traded companies. If an entity discloses disaggregated information not complying with IFRS 8, this shall not be described as segment information. [FRS 102.1.5]. See 3.3.2 below.

A comparison of the presentational requirements in FRS 102 and IFRS is presented at 11 below.

3 COMPOSITION OF FINANCIAL STATEMENTS

Financial statements are a structured representation of the financial position, financial performance and cash flows of an entity. [FRS 102 Appendix I]. Section 2 (see Chapter 4) explains the objective of financial statements and the concepts and pervasive principles underlying financial statements.

Section 3 explains the requirement that financial statements give a ‘true and fair view’, what compliance with the standard requires and what a complete set of financial statements contains. [FRS 102.3.1]. Sections 4 to 8 set out the requirements in relation to the different components of financial statements. Each component of a complete set of financial statements is discussed in more detail at 5 to 8 below, with the exception of the Statement of Cash Flows (which is discussed in Chapter 7).

UK companies preparing Companies Act accounts must also comply with the CA 2006 and the Regulations or the Small Companies Regulations (and other applicable regulations), which set out further recognition, measurement and disclosure requirements. Similarly, LLPs preparing non-IAS accounts must also comply with SI 2008/1911 (which applies the accounts and audit provisions of CA 2006 to LLPs), the LLP Regulations or the Small LLP Regulations (and other applicable regulations), which set out further recognition, measurement and disclosure requirements.

The statutory requirements in the Regulations and LLP Regulations are addressed, where appropriate, in the relevant sections below.

The general principles in the Regulations, LLP Regulations and FRS 102 (which are similar) are discussed at 9 below. See 10 below for a discussion of the three accounting models in the Regulations and LLP Regulations for the recognition and measurement of assets and liabilities:

  • historical cost accounting rules;
  • alternative accounting rules (which provide an alternative measurement basis to the historical cost rules, usually at a valuation); and
  • fair value accounting rules (which may be applied to living animals and plants, financial instruments, investment properties, and certain categories of stocks).

FRS 102's requirements are generally consistent with but are often more restrictive than those in the Regulations and LLP Regulations. Certain areas where FRS 102's requirements are in conflict with the Regulations (and consequently, also with the LLP Regulations) are highlighted in Appendix III to FRS 102. The Small Companies Regulations and Small LLP Regulations, where applied, have the same general principles and accounting models (albeit with fewer related disclosures). See Chapter 5 at 7.2.

3.1 Key definitions

The following definitions, included in the Glossary to FRS 102, are relevant to presentation: [FRS 102 Appendix I]

Term Definition
Current assets* Assets of the entity which:
  1. for an entity choosing to apply paragraph 1A(1) of Schedule 1 to the Regulations are not non-current assets*;
  2. for all other entities, are not fixed assets.
Current liabilities for the purposes of an entity applying paragraph 1A(1) of Schedule 1 to the Regulations* Liabilities of the entity which:
  1. it expects to settle in its normal operating cycle;
  2. it holds primarily for the purpose of trading;
  3. are due to be settled within 12 months after the reporting period; or
  4. it does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Equity The residual interest in the assets of the entity after deducting all its liabilities.
Expenses Decreases in economic benefits during the reporting period in the form of outflows or depletions of assets or incurrences of liabilities that result in decreases in equity, other than those relating to distributions to equity investors.
Fair value The amount for which an asset could be exchanged, a liability settled, or an equity instrument granted could be exchanged, between knowledgeable, willing parties in an arm's length transaction. In the absence of any specific guidance provided in the relevant section of the FRS, the guidance in Appendix 2 to Section 2 shall be used in determining fair value.
Performance The relationship of the income and expenses of an entity, as reported in the statement of comprehensive income.
Financial position The relationship of the assets, liabilities, and equity of an entity as reported in the statement of financial position.
Financial statements Structured representation of the financial position, financial performance and cash flows of an entity.
[General purpose financial statements (generally referred to simply as financial statements) are financial statements directed to the general financial information needs of a wide range of users who are not in a position to demand reports tailored to meet their particular information needs.]
Fixed assets Assets of an entity which are intended for use on a continuing basis in the entity's activities.
Income Increases in economic benefits during the reporting period in the form of inflows or enhancements of assets or decreases of liabilities that result in increases in equity, other than those relating to contributions from equity investors.
Income statement Financial statement that presents all items of income and expense recognised in a reporting period, excluding the items of other comprehensive income (referred to as the profit and loss account in the Act).
LLP Regulations The Large and Medium-sized Limited Liability Partnerships (Accounts) Regulations 2008 (SI 2008/1913).
Material Omissions or misstatements of items are material if they could, individually or collectively, influence the economic decisions of users taken on the basis of the financial statements. Materiality depends on the size and nature of the omission or misstatement judged in the surrounding circumstances. The size or nature of the item, or a combination of both, could be the determining factor.
Non-current assets* Assets of the entity which:
  1. it does not expect to realise, or intend to sell or consume, in its normal operating cycle;
  2. it does not hold primarily for the purpose of trading;
  3. it does not expect to realise within 12 months after the reporting period; or
  4. are cash or cash equivalents restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Non-current liabilities* Liabilities of the entity which are not current liabilities.
Other comprehensive income Items of income and expense (including reclassification adjustments) that are not recognised in profit or loss as required or permitted by this FRS or by law.
Profit or loss (or income and expenditure) The total of income less expenses, excluding the components of other comprehensive income.
NB In the not for profit sector, this may be known as income and expenditure (and the profit and loss account, as an income and expenditure account). [s474(2)].
Reporting period The period covered by financial statements or by an interim financial report.
Regulations The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410).
Small Companies Regulations The Small Companies and Groups (Accounts and Directors' Report) Regulations 2008 (SI 2008/409).
Small entity A small entity is:
  1. a company meeting the definition of a small company as set out in section 382 or 383 of the CA 2006 and not excluded from the small companies regime by section 384;
  2. an LLP qualifying as small and not excluded from the small LLPs regime, as set out in LLP Regulations; or
  3. any other entity that would have met the criteria in (a) had it been a company incorporated under company law.
Small LLP Regulations The Small Limited Liability Partnerships (Accounts) Regulations 2008 (SI 2008/1912).
Statement of Recommended Practice (SORP) An extant Statement of Recommended Practice developed in accordance with Policy on Developing Statements of Recommended Practice (SORPs). SORPs recommend accounting practices for specialised industries or sectors. They supplement accounting standards and other legal and regulatory requirements in the light of the special factors prevailing or transactions undertaken in a particular industry or sector.
Statement of comprehensive income A financial statement that presents all items of income and expense recognised in a period, including those items recognised in determining profit or loss (which is a subtotal in the statement of comprehensive income) and items of other comprehensive income. If an entity chooses to present both an income statement and a statement of comprehensive income, the statement of comprehensive income begins with profit or loss and then displays the items of other comprehensive income.
Total comprehensive income The change in equity during a period resulting from transactions and other events, other than those changes resulting from transactions from equity participants (equal to the sum of profit or loss and other comprehensive income).
Turnover The amounts derived from the provision of goods and services, after deduction of:
  1. trade discounts;
  2. value added tax; and
  3. any other taxes based on the amounts so derived.

* The definitions of non-current assets and non-current liabilities are relevant where an entity applies paragraph 1A(1) of Schedule 1 to the Regulations or paragraph 1A(1) of Schedule 1 to the LLP Regulations (i.e. uses adapted formats).

This chapter also makes many references to certain concepts in the Regulations and LLP Regulations. Unless otherwise indicated, these references should be interpreted as follows:

  • ‘General Rules to the formats’ means the General Rules included in Section A of Part 1 of Schedule 1 to the Regulations and Section A of Part 1 of Schedule 1 to the LLP Regulations;
  • ‘Statutory formats’ means the formats in Section B of Part 1 of Schedule 1 to the Regulations and Section B of Part 1 of Schedule 1 to the LLP Regulations; and
  • ‘Adapted formats’ means the formats permitted by paragraph 1A of Schedule 1 to the Regulations and paragraph 1A of Schedule 1 to the LLP Regulations (as an alternative to the ‘statutory formats’).

3.2 Objectives of sections in FRS 102 addressing presentation of financial statements

The objective of financial statements is to provide information about the financial position, performance and, when required to be presented, cash flows of an entity that is useful for economic decision-making by a broad range of users who are not in a position to demand reports tailored to meet their particular information needs. Financial statements also show the results of the stewardship of management – the accountability of management for the resources entrusted to it. [FRS 102.2.2-3].

Sections 3 to 8, which address presentation of financial statements, include the following objectives:

  • to set out the requirement that the financial statements of an entity shall give a true and fair view, what compliance with FRS 102 requires and what is a complete set of financial statements; [FRS 102.3.1]
  • to set out the information that shall be presented in a statement of financial position (referred to as the ‘balance sheet’ under the CA 2006) and how to present it; [FRS 102.4.1]
  • to require an entity to present total comprehensive income for a period, being its financial performance for the period – in one or two statements – and to set out the information that shall be presented in those statements and how to present it; [FRS 102.5.1]
  • to set out requirements for presenting the changes in an entity's equity for a period either in a statement of changes in equity, or if specified conditions are met and an entity chooses, in a statement of income and retained earnings; [FRS 102.6.1]
  • to set out the information required in a statement of cash flows and how to present it. See Chapter 7 for further details; [FRS 102.7.1] and
  • to set out the principles underlying information to be presented in the notes to the financial statements and how to present it. In addition, nearly every section of FRS 102 requires disclosures that are normally presented in the notes. [FRS 102.8.1].

3.3 Interim financial reports and segmental reporting

3.3.1 Interim financial reporting

FRS 102 does not address the presentation of interim financial reports. Entities preparing such reports must describe the basis for preparing and presenting such information. FRS 104 – Interim Financial Reporting – sets out a basis for the preparation and presentation of interim financial reports that an entity may apply. [FRS 102.3.25]. See Chapter 34 for discussion of the requirements of FRS 104.

3.3.2 Segmental reporting

IFRS 8 applies to an entity whose debt or equity instruments are publicly traded, or that files, or is in the process of filing, its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market, or an entity that chooses to provide information described as segment information.

If an entity discloses disaggregated information, but that information does not comply with IFRS 8's requirements, the information shall not be described as segment information. [FRS 102.1.5].

The determination of whether a group falls into the scope of IFRS 8 relates solely to the parent entity, rather than to subsidiaries within the group. [IFRS 8.BC 23]. Therefore, IFRS 8 does not apply to a group headed by a parent that has no listed financial instruments, even if the group contains a subsidiary that has any of its equity or debt instruments traded in a public market. Of course, a subsidiary with publicly traded debt or equity instruments preparing FRS 102 financial statements would be required to provide segment information in accordance with IFRS 8 in its financial statements.

IFRS 8 describes a ‘public market’ as including a domestic or foreign stock exchange or an over-the-counter market, including local and regional markets, [IFRS 8.2], but does not define what would make some markets ‘public’ and others not. In our view, a market is ‘public’ when buyers and sellers (market participants) can transact with one another (directly; through agents; or in a secondary market) at a price determined in that market. A public market does not exist when the buyers and sellers can transact only with the entity itself (or an agent acting on its behalf). The requirement for an entity to list its securities on a stock exchange is not the sole factor in determining whether the entity is in scope of IFRS 8. Its securities must be traded in a public market meeting the criteria above.

See Chapter 32 of EY International GAAP 2019 for a discussion of the scope of IFRS 8 and its requirements for segmental reporting.

3.3.2.A Segmental disclosures of turnover

A UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts) must give the following disclosures in the notes to the accounts:

  • where the company (or LLP) has carried on business of two or more classes during the financial year that, in the opinion of the directors (or of the members of the LLP), differ substantially from each other, the amount of the turnover attributable to each class of business together with the description of the class; and
  • where the company (or LLP) has supplied geographical markets during the financial year that, in the opinion of the directors (or of the members of the LLP), differ substantially from each other, the amount of the turnover attributable to each such market.

The directors (or the members of the LLP) should have regard to the manner in which the company's (or LLP's) activities are organised in making the above analysis. Classes of business (or markets) which, in the opinion of the directors (or of the members of the LLP), do not differ substantially from each other must be treated as one class (or market). Amounts attributable to a class of business (or market) that are not material may be included in the amount stated in respect of another class of business (or market).

Where disclosure of any of the information required would, in the opinion of the directors (or of the members of the LLP), be seriously prejudicial to the interests of the company (or the LLP), that information need not be disclosed, but the fact that any such information has not been disclosed must be stated. [1 Sch 68, 1 Sch 65 (LLP)].

For group accounts, the disclosures are given for the company (or LLP) and undertakings included in the consolidation (i.e. consolidated undertakings). [6 Sch 1(1), 3 Sch 1 (LLP)].

The above requirements do not apply for a company subject to the small companies regime or an LLP subject to the small LLPs regime.

3.4 Frequency of reporting and period covered

An entity must present a complete set of financial statements (including comparative information) at least annually.

When the end of an entity's reporting period changes and annual financial statements are presented for a period longer or shorter than one year, the entity shall disclose that fact, the reason for using a longer or shorter period, and the fact that comparative amounts presented in the financial statements (including the related notes) are not entirely comparable. [FRS 102.3.10].

Normally, financial statements are consistently prepared covering a one year period, which, for a UK company or LLP, will generally end with the last day of the accounting reference period (based on the accounting reference date notified to the Registrar).

Some entities, particularly in the retail sector, present financial statements for a 52-week period. This practice is permitted by the CA 2006 – companies (and LLPs) may prepare financial statements to a financial year end, not more than 7 days before or after the end of the accounting reference period, as the directors (or members of the LLP) may determine. [s390(2)(b), s391, s390(2)(b) (LLP), s391 (LLP)]. While FRS 102 does not explicitly address this issue, we consider that financial statements prepared in accordance with FRS 102 can be made up to a financial year end, not more than 7 days from the end of the accounting reference period.

3.5 Components of a complete set of financial statements

A complete set of financial statements under FRS 102 (for an entity not applying Section 1A) includes all of the following, each of which should be presented with equal prominence: [FRS 102.3.17, 3.21]

  • a statement of financial position as at the reporting date (see 4 and 5 below);
  • a statement of comprehensive income for the reporting period (see 4 and 6 below) to be presented either as:
    • a single statement of comprehensive income, displaying all items of income and expense recognised during the period including those items recognised in determining profit or loss (which is a subtotal in the statement of comprehensive income) and items of other comprehensive income; or
    • a separate income statement and a separate statement of comprehensive income. In this case, the statement of comprehensive income begins with profit or loss and then displays the items of other comprehensive income;
  • a statement of changes in equity for the reporting period (see 7 below);
  • a statement of cash flows (unless exempt) for the reporting period (see Chapter 7); and
  • notes, comprising significant accounting policies and other explanatory information (see 8 below).

In addition to information about the reporting period, FRS 102 also requires comparative information in respect of the preceding period for all amounts presented in the current period's financial statements. Therefore, a complete set of financial statements includes, at a minimum, two of each of the required financial statements and related notes. [FRS 102.3.14, 3.20]. Comparative information, including the statutory requirements of the Regulations and LLP Regulations, is discussed at 3.6 below.

Chapter 7 at 3.1 sets out exemptions from preparing a cash flow statement. Qualifying entities (see Chapter 3 at 3.1 and 3.3.2) using the reduced disclosure framework in individual financial statements are also exempt. FRS 102 further exempts a small entity (as defined in Chapter 5 at 4) from preparing a cash flow statement. This cash flow exemption is available both to small entities applying Section 1A and to small entities applying the full version of FRS 102, unless it is required to prepare one by an applicable SORP or law or other relevant regulation. [FRS 102.3.1B].

Sections 4 and 5 require that the balance sheet and profit and loss account formats in Part 1 of the applicable schedule of the Regulations or LLP Regulations are followed in presenting the statement of financial position and the ‘profit and loss’ section of the statement of comprehensive income. These formats include both the statutory formats and the adapted formats available as an alternative to statutory formats under Schedule 1 to the Regulations and Schedule 1 to the LLP Regulations. [FRS 102.4.2, FRS 102.5.5, 7]. See 4 below for further discussion of the formats.

Other titles for the financial statements can be used, as long as they are not misleading. [FRS 102.3.22]. For instance, an entity may wish to refer to a balance sheet (for the statement of financial position) or the profit and loss account (instead of an income statement, where total comprehensive income is presented in two statements).

If an entity has no items of other comprehensive income in any of the periods presented, it may present only an income statement (or a statement of comprehensive income in which the ‘bottom line’ is labelled profit or loss). [FRS 102.3.19].

If the only changes to equity during the periods presented in the financial statements arise from profit or loss, payments of dividends, corrections of prior period errors and changes in accounting policy, the entity may present a single statement of income and retained earnings in place of the statement of comprehensive income and statement of changes in equity. [FRS 102.3.18].

FRS 102 explains that notes contain information in addition to that presented in the primary statements above, and provide narrative descriptions or disaggregations of items presented in those statements and information about items that do not qualify for recognition in those statements. [FRS 102.8.1].

3.6 Comparative information

Except when FRS 102 permits or requires otherwise, an entity presents comparative information in respect of the preceding period for all amounts presented in the current period's financial statements. [FRS 102.3.14]. This means that the requirement to present comparative information applies both to mandatory and voluntary information presented for the current period.

The Regulations and LLP Regulations also require only one comparative period to be presented for the balance sheet and profit and loss account formats. [1 Sch 7, 1 Sch 7 (LLP)]. The Regulations and LLP Regulations do not specifically require comparative note disclosures but, as noted above, these are required by FRS 102 (unless specifically exempted). Other statutory or regulatory frameworks may require further periods to be presented.

In certain cases, FRS 102 provides specific exemptions from presenting comparatives. For example, there is no requirement to present comparatives for the reconciliations of movements in the number of shares outstanding, or of the movements in the carrying amounts of investment property, property, plant and equipment, intangible assets, goodwill, negative goodwill, provisions or biological assets. [FRS 102.4.12(a)(iv), 16.10(e), 17.31(e), 18.27(e), 19.26-19.26A, 21.14, 34.7(c), 34.10(e)]. These exemptions are addressed in the relevant chapters of this publication. The Triennial review 2017 clarified that an entity providing reconciliations of items of fixed assets in accordance with paragraph 51 of Schedule 1 to the Regulations, need not present these reconciliations for prior periods. [FRS 102.3.14A].

The General Rules to the formats (see 4.4 below) require that for each item presented in the balance sheet and profit and loss account, the corresponding amount for the immediately preceding financial year (i.e. the comparative) must also be shown. [1 Sch 7(1), 1 Sch 7(1) (LLP)].

The heading or sub-heading required for a particular item in the balance sheet or profit and loss account format must be presented where there is an amount for that item in either the current or immediately preceding financial year; otherwise, the heading or sub-heading must be omitted. [1 Sch 5 (SC), 1 Sch 5 (LLP SC)].

3.6.1 Comparative information for narrative and descriptive information

An entity shall include comparative information for narrative and descriptive information when it is relevant to an understanding of the current period's financial statements. [FRS 102.3.14].

3.6.2 Consistency of, and reclassifications of comparative information

The objective of comparative information is comparability of an entity's financial statements through time to identify trends in its financial position and performance, and to enable users to compare the financial statements of different entities to evaluate their relative financial position, performance and cash flows. [FRS 102.2.11].

Consequently, an entity must retain the presentation and classification of items in the financial statements from one period to the next unless: [FRS 102.3.11]

  • it is apparent, following a significant change in the nature of the entity's operations or a review of its financial statements, that another presentation or classification would be more appropriate having regard to the criteria for selection and application of accounting policies in Section 10 (see Chapter 9); or
  • FRS 102 (or another applicable FRS) requires a change in presentation.

When entities change the presentation or classification of items in the financial statements, the comparatives must be reclassified, unless this is impracticable (in which case the reason should be disclosed). When comparative amounts are reclassified, the nature of the reclassification, the amount of each item (or class of items) reclassified and the reasons for the reclassification must be disclosed. Applying a requirement is impracticable when the entity cannot apply it after making every reasonable effort to do so. [FRS 102.3.12-13, FRS 102 Appendix I].

This situation should be distinguished from a reclassification due to a change in use of an asset. An example would be a reclassification out of investment property because it ceases to meet the definition of investment property in the current period. This would be treated as a transfer arising in the current period and not lead to a reclassification of comparatives. [FRS 102.16.9].

In addition, the initial application of a policy to revalue property, plant and equipment (or intangible assets, where the strict criteria are met) is treated as a revaluation in accordance with Section 17 – Property, Plant and Equipment – and Section 18 – Intangible Assets other than Goodwill – respectively. [FRS 102.10.10A]. This means that it is reflected as an adjustment in the period of application of the revaluation policy rather than retrospectively.

Restatements of comparatives may also arise from:

  • changes in accounting policy (see Chapter 9 at 3.4);
  • correction of prior period errors (see Chapter 9 at 3.6);
  • presentation of discontinued operations (see 6.8 below); and
  • hindsight adjustments in respect of provisional fair values of identifiable assets, liabilities and contingent liabilities arising on business combinations (see Chapter 17 at 3.7.4).

FRS 102 (unlike IAS 1) does not require presentation of a third balance sheet at the beginning of the preceding period when there is a retrospective restatement due to an accounting policy change, reclassification or correction of a material error. [IAS 1.10(f), 40A-D]. See Chapter 9 at 2.2.

Where the comparative shown in the balance sheet and profit and loss account formats is not comparable with the amount shown in the current period, the General Rules to the formats (see 4.4 below) permit the comparative to be adjusted. Particulars of the non-comparability and of any adjustment must be disclosed in a note to the accounts. [1 Sch 7(2), 1 Sch 7(2) (LLP)]. This statutory requirement would permit FRS 102's requirements on restatement of comparatives to be followed. Where amounts are not restated, e.g. due to transitional provisions in accounting policies or where it is impracticable to determine the effects of a change in accounting policies on earlier periods, [FRS 102.10.11-12], a note to the financial statements will need to disclose the non-comparability.

3.7 Identification of the financial statements

It is commonly the case that financial statements will form only part of a larger annual report, regulatory filing or other document, but FRS 102 only applies to the financial statements (including the notes). Chapter 1 at 6 addresses the content of the statutory annual report and accounts for a UK company (and Chapter 5 addresses this for a UK company applying the small companies regime). An LLP is not required to prepare a members' report, but the LLP SORP requires certain information to be disclosed which may be included in a separate members' report. [LLP SORP.30-31]. A traded LLP or a banking LLP is also required to prepare a strategic report. [s414A(1), s414A(1) (LLP)]. This requirement post-dates the publication of the LLP SORP.1

Accordingly, FRS 102 requires that an entity clearly identifies the financial statements and the notes, and distinguishes them from other information in the same document. In addition, the entity must display the following information prominently, and repeat it when necessary, for an understanding of the information presented: [FRS 102.3.23]

  • the name of the reporting entity and any change in its name from the end of the preceding reporting period;
  • whether the financial statements cover the individual entity or a group of entities;
  • the date of the end of the reporting period and the period covered by the financial statements;
  • the presentation currency, as defined in Section 30 – Foreign Currency Translation (discussed in Chapter 27 at 3.1 and 3.7); and
  • the level of rounding, if any, used in presenting amounts in the financial statements.

In practice, these requirements can be met through the use of appropriate headings for pages, statements, notes and columns etc., for example: the inclusion of a basis of preparation note within the accounting policies; the use of appropriate titles for the primary financial statements, distinguishing group and company; and the use of appropriate headings in the columns in the primary financial statements (and notes to the financial statements). Entities will need to consider how best to present the required information where financial statements are made available electronically.

Financial statements are usually presented to an appropriate level of rounding, such as thousands or millions of currency units. An appropriate level of rounding can avoid obscuring useful information (and hence ‘cut clutter’ – see 9.4.1 below) but entities need to ensure that material information is not omitted. The level of rounding used must be clearly disclosed in the primary statements and notes to the financial statements. Entities are not precluded from using lower levels of rounding in certain notes to the financial statements. For example, where the financial statements are presented in millions of units of the presentation currency, it may be appropriate to include information on directors' remuneration at a lower level of rounding. In all cases, it is important that the units used are clearly stated.

FRS 102 requires disclosures in the notes to the financial statements concerning the legal form of the entity, its country of incorporation and the address of its registered office (or principal place of business, if different from the registered office). [FRS 102.3.24(a)]. See 8.5 below.

The statutory accounts of a UK company or LLP must also include certain disclosures concerning its legal form and registration. [s396(A1), s404(A1), s396(A1) (LLP), s404(A1) (LLP)]. See 8.5 below.

3.8 Statement of compliance

A set of financial statements prepared in accordance with FRS 102 must contain an explicit and unreserved statement of compliance with FRS 102 in the notes to the financial statements. Financial statements must not be described as complying with FRS 102 unless they comply with all the requirements of the standard. [FRS 102.3.3, FRS 100.9]. This is similar to the requirement in IAS 1 for an entity preparing its financial statements to give an explicit and unreserved statement of compliance with IFRSs. [IAS 1.16].

FRS 102 additionally requires a public benefit entity (see Chapter 31 at 6 for the definition of a public benefit entity) that applies the ‘PBE’ prefixed paragraphs to make an explicit and unreserved statement that it is a public benefit entity. [FRS 102.PBE3.3A]. This is because FRS 102 has specific requirements reserved for public benefit entities (prefixed with ‘PBE’), which must not be applied directly, or by analogy by entities that are not public benefit entities (other than, where specifically directed, entities within a public benefit entity group). [FRS 102.1.2]. See Chapter 3 at 2.5.2.

FRS 103 requires that an entity whose financial statements comply with FRS 103 shall, in addition to the statement of compliance made in accordance with FRS 102, make an explicit and unreserved statement of compliance with FRS 103 in the notes to the financial statements. [FRS 103.1.12].

An example (for an entity not applying Section 1A) is presented at Example 6.1 below. See Chapter 5 at 11.2.5 and 11.3 for an example where an entity applies Section 1A.

In special circumstances when management concludes that compliance with any requirement of FRS 102 or applicable legislation (only where it allows for a true and fair override) is inconsistent with the requirement to give a true and fair view, the entity shall depart from that requirement to the extent necessary to give a true and fair view, giving the required disclosures set out in paragraph 3.5 of FRS 102. [FRS 102.3.4-5]. See 9.2 below for further discussion of the ‘true and fair override’ under FRS 102 (and where applicable, the CA 2006) together with the implications for the statement of compliance.

3.8.1 Statement that financial statements have been prepared in accordance with applicable accounting standards

The Regulations (and LLP Regulations) require a large UK company preparing Companies Act accounts (or a large LLP preparing non-IAS accounts) to state in the notes to the accounts whether the accounts have been prepared in accordance with applicable accounting standards, giving particulars of any material departure from those standards and the reasons for it (see Chapter 1 at 4.6.1). [1 Sch 45, 1 Sch 45 (LLP)].

This statement is also required in the group accounts of a medium-sized company or LLP (see Chapter 1 at 6.6.2.A) but not in its individual accounts. [Regulations 4(2A), 1 Sch 45, LLP Regulations 4(2A), 1 Sch 45 (LLP)].

Where a ‘true and fair override’ in accordance with paragraph 3.5 of the standard (see 9.2 below) is applied in the financial statements, the above statement will need to include or refer to the disclosures of the override.

Financial statements prepared in accordance with FRS 102 are prepared in accordance with applicable accounting standards (which are defined in section 464 of CA 2006). [s464, s464 (LLP)].

3.8.2 Statements of Recommended Practice (SORPs)

FRS 100 requires certain disclosures where a SORP applies to an entity, including in respect of departures from the accounting treatment or disclosure requirements of a SORP. [FRS 100.6-8]. See Chapter 1 at 4.7 for the disclosures required and a list of the extant SORPs.

In addition, Chapter 3 at 1.3.4 and 2.3 includes guidance on application of SORPs and lists recent updates to the SORPs.

4 COMPANY LAW FORMATS

Sections 4 and 5 cover the requirements for the statement of financial position and statement of comprehensive income (and income statement, where the statement of comprehensive income is presented as two statements) respectively. These sections require that an entity presents: [FRS 102.4.2, FRS 102.5.5, 7]

  • its statement of financial position (known as the balance sheet under the CA 2006), and
  • the items in the statement of comprehensive income (whether as a single statement or in two statement form) required to be included in a profit and loss account

in accordance with the requirements in Part 1 of the applicable schedule to the Regulations or Part 1 of Schedule 1 to the LLP Regulations.

UK companies (applying Schedule 1 to the Regulations) or LLPs must therefore present a balance sheet and profit and loss account using either the statutory or adapted formats.

Only statutory formats are available for banking companies and insurance companies or where the parent of a banking or insurance group prepares consolidated financial statements.

The formats required by different types of entity (and in consolidated financial statements) are discussed in more detail at 4.1 below. This discussion does not address the formats applicable to an entity qualifying for the small entities regime that chooses to apply Section 1A (see Chapter 5 at 8).

Sections 4 and 5 apply to all FRS 102 reporters (apart from small entities applying Section 1A), whether or not they report under the CA 2006. Entities that do not report under the CA 2006 are required to comply with the requirements set out in Sections 4 and 5 and with the Regulations (or, where applicable, the LLP Regulations) where referred to in Sections 4 and 5, except to the extent that these requirements are not permitted by any statutory framework under which such entities report. [FRS 102.1A.7, 4.1-1A, 5.1-1A].

4.1 Required formats – balance sheet and profit and loss account

4.1.1 Individual financial statements

An entity must present its statement of financial position; and, in the statement of comprehensive income (or in the separate income statement), the items to be included in a profit and loss account in accordance with one of the following requirements for individual financial statements: [FRS 102.4.2, FRS 102.5.5, 7]

  • Part 1 General Rules and Formats of Schedule 1 to the Regulations – applies to companies other than banking companies (defined in section 1164) and insurance companies (defined in section 1165). [Regulations 3].
  • Part 1 General Rules and Formats of Schedule 2 to the Regulations – applies to banking companies. [Regulations 5].
  • Part 1 General Rules and Formats of Schedule 3 to the Regulations – applies to insurance companies. [Regulations 6].
  • Part 1 General Rules and Formats of Schedule 1 to the LLP Regulations – applies to limited liability partnerships (LLPs). [LLP Regulations 3].

Schedule 1 to the Regulations and Schedule 1 to the LLP Regulations provide a choice of:

  • statutory formats (as set out in Section B of Part 1 of those schedules) – see 5.2, 5.3 and 6.6 below; or
  • adapted formats (as permitted by paragraph 1A of Schedule 1 to the Regulations and paragraph 1A of Schedule 1 to the LLP Regulations) – see 4.1.3, 5.1 and 6.5 below.

Schedule 2 and Schedule 3 to the Regulations provide only for statutory formats.

The Regulations require that the individual accounts of a banking or insurance company contain a statement that they are prepared in accordance with the provisions of the Regulations relating to banking or insurance companies, as the case may be. [Regulations 5(3), 6(3)]. The definitions of a banking company and an insurance company are given at 4.2.2 and 4.2.3 below.

While not directly relevant to formats, it is worth noting that disclosures from paragraph 42 of Schedule 1 to the Regulations (and paragraph 42 of Schedule 1 to the LLP Regulations) onwards are required to be given in the notes to the accounts and certain Schedule 1 disclosures are required to be given in the note on the accounting policies rather than in the notes to the accounts.

In addition, these notes must be presented in the order in which, where relevant, the items to which they relate are presented in the balance sheet and in the profit and loss account. [1 Sch 42, 1 Sch 42 (LLP)].

4.1.2 Consolidated financial statements

The consolidated statement of financial position and consolidated statement of comprehensive income (or consolidated income statement, where the two-statement approach is used) of a group must be presented in accordance with the requirements for a consolidated balance sheet and consolidated profit and loss account of Schedule 6 to the Regulations or Schedule 3 to the LLP Regulations. [FRS 102.4.2, FRS 102.5.5, 7].

Schedule 6 to the Regulations addresses the balance sheet and profit and loss account formats applicable to group accounts of companies, modifying the formats included in the earlier schedules. The group accounts must comply, so far as practicable with the provisions of Schedule 1 to the Regulations (including the formats) as if the undertakings included in the consolidation were a single company. [Regulations 9, 6 Sch 1(1)].

The parent company of a group (other than a banking or insurance group) applies Part 1 of Schedule 6 to the Regulations. The parent company of a banking group (defined in section 1164(4)-(5)) applies Part 1 (as modified by Part 2) of Schedule 6 to the Regulations. The parent company of an insurance group (defined in section 1165(5)-(6)) applies Part 1 (as modified by Part 3) of Schedule 6 to the Regulations. [Regulations 9].

This means that the parent company of a group (other than a banking or insurance group) follows the formats in Schedule 1 to the Regulations in its group accounts. The parent of a banking group follows the formats in Schedule 2 to the Regulations in its group accounts. The parent of an insurance group follows the formats in Schedule 3 to the Regulations. In each case, Schedule 6 to the Regulations sets out the modifications required to the respective formats used in the individual accounts.

The Regulations require that the group accounts prepared by a parent of a banking or insurance group must make a statement that they are prepared in accordance with the provisions of the Regulations relating to banking groups or insurance groups, as the case may be. [Regulations 9(4)].

It is possible for the parent company of a banking and insurance group to be required to follow the formats in Schedule 1 to the Regulations in its individual accounts (i.e. where it is not a banking or insurance company itself).

Schedule 3 to the LLP Regulations similarly addresses the balance sheet and profit and loss formats applicable to group accounts of LLPs. [LLP Regulations 6, 3 Sch 1 (LLP), FRS 102.4.2, FRS 102.5.5, 7]. The parent LLP follows the formats in Schedule 1 to the LLP Regulations, with certain modifications to the formats used in the individual accounts.

The modifications for group accounts for companies (other than banking and insurance companies) and LLPs are addressed at 4.5 (presentation of non-controlling interest), and in the introductory sections at 5.1 and 6.5 (adapted formats) and 5.2 and 6.6 (statutory formats) below. Where adapted formats (see 4.1.3 below) are used, the only modification is in relation to non-controlling interests.

4.1.3 Adapted formats

Adapted formats can be used by UK companies (applying Schedule 1 to the Regulations) and LLPs respectively.

Paragraph 1A of Schedule 1 to the Regulations (and paragraph 1A of Schedule 1 to the LLP Regulations) set out the adaptations to the statutory formats permitted for the balance sheet and profit and loss account. Paragraph 1A (set out in full below) refers to the formats in Section B of Part 1 of Schedule 1 to the Regulations (and Section B of Part 1 of Schedule 1 to the LLP Regulations); these are the statutory formats for a UK company (other than a banking or insurance company) and LLP that is not applying the micro-entity provisions.

A company's directors (or the members of an LLP) may adapt one of the balance sheet formats in Section B of Part 1 of Schedule 1 to the Regulations (or Section B of Part 1 of Schedule 1 to the LLP Regulations) so to distinguish between current and non-current items in a different way, provided that: [1 Sch 1A(1), 1 Sch 1A(1) (LLP)]

  1. the information given is at least equivalent to that which would have been required by the use of such format had it not been thus adapted; and
  2. the presentation of those items is in accordance with generally accepted accounting principles or practice.

Similarly, a company's directors (or the members of an LLP) may adapt one of the profit and loss account formats in Section B of Part 1 of Schedule 1 to the Regulations (or Section B of Part 1 of Schedule 1 to the LLP Regulations), provided that: [1 Sch 1A(2), 1 Sch 1A(2) (LLP)]

  1. the information given is at least equivalent to that which would have been required by the use of such format had it not been thus adapted; and
  2. the presentation of those items is in accordance with generally accepted accounting principles or practice.

So far as is practicable, the provisions of paragraphs 2 to 9A of Section A of Part 1 of Schedule 1 to the Regulations (or the same paragraphs in the LLP Regulations) (i.e. the General Rules to the formats – see 4.4 below) apply to a company's (or an LLP's) balance sheet or profit or loss account, notwithstanding any such adaptation pursuant to paragraph 1A. [1 Sch 1A(3), 1 Sch 1A(3) (LLP)].

Adapted formats, as modified by Schedule 6 to the Regulations (or Schedule 3 to the LLP Regulations) (see 4.1.2 above) may also be used in group accounts of a parent company of a group (other than a banking group or insurance group) and in the group accounts of a parent LLP. [6 Sch 1(1), 3 Sch 1 (LLP)]. Adapted formats are not permitted to be used in the group accounts of banking groups or insurance groups because their group accounts are drawn up in accordance with Schedule 2 and Schedule 3 to the Regulations (with modifications), which do not allow for adapted formats.

Paragraph 1A provides limited guidance on the content of the adapted formats, leaving the detail to UK accounting standards. Indeed, Appendix III to FRS 102 states that ‘for entities within its scope, FRS 102 sets out a framework for the information to be presented by those entities choosing to adapt the formats’. [FRS 102 Appendix III.38].

Entities applying adapted formats for the balance sheet and profit and loss account must, therefore, follow the requirements for adapted formats in Sections 4 and 5, which allow a presentation on the balance sheet and profit and loss account which is much closer to IAS 1. These formats may be attractive to certain entities, e.g. where the formats assist comparability with competitors or where IFRS is used for group reporting but FRS 102 has been adopted in the individual accounts of group undertakings.

Sections 4 and 5 specify that, at a minimum, certain line items are presented on the face of the statement of financial position and statement of comprehensive income (or income statement, where the two statement approach is used), with further sub-classifications of certain line items presented in the statement of financial position in the notes to the financial statements. In addition, FRS 102 sets out when additional line items must be presented and how adapted formats can be modified (see 4.4.3, 5.1 and 6.5 below). [FRS 102.4.2C, 4.3, 5.5C, 5.9]. In general, few difficulties should arise over classification of line items where adapted formats are applied since the required line items are aligned with the categories of assets and liabilities discussed in FRS 102. Some areas to watch on classification are, however, discussed at 5.1 and 6.5 below.

In addition, Schedule 1 to the Regulations (and Schedule 1 to the LLP Regulations) require supplementary information in respect of certain line items in the balance sheet and profit and loss account to be given in the notes to the accounts. One complexity is that this information is in respect of line items found in the statutory formats, which may not align completely with the line items used where the adapted formats are applied.

See 5.1 and 6.5 below for further discussion of adapted formats.

4.2 Which formats should be applied?

4.2.1 UK companies and LLPs applying FRS 102 (but not Section 1A)

4.1.1 and 4.1.2 above explain which formats are applied by UK companies and LLPs applying the full version of FRS 102, rather than the small entities regime in Section 1A. The requirements of FRS 102 are consistent with the requirements of company and LLP law.

The definitions of banking company, banking group, insurance company, and insurance group are relevant to determining which formats are required. See 4.2.2 and 4.2.3 below.

Unregistered companies (that are in scope of The Unregistered Companies Regulations 2009 (SI 2009/2436)), and not applying Section 1A, would apply Schedule 1 to the Regulations.2 Unregistered companies are generally outside the scope of this publication.

4.2.2 Definition of banking company and banking group

A ‘banking company’ means a person who has permission under Part 4A of the Financial Services and Markets Act 2000 to accept deposits, other than:

  • a person who is not a company; and
  • a person who has such permission only for the purpose of carrying on another regulated activity in accordance with permission under that Part.

This definition is to be read with section 22 of the Financial Services and Markets Act 2000, any relevant order under that section and Schedule 2 to the Financial Services and Markets Act 2000. [s1164(2)-(3)].

A ‘banking group’ means a group (i.e. a parent undertaking and its subsidiary undertakings) where the parent company is a banking company or where: [s1164(4), s1173(1)]

  • the parent company's principal subsidiary undertakings are wholly or mainly credit institutions; and
  • the parent company does not itself carry on any material business apart from the acquisition, management and disposal of interests in subsidiary undertakings.

For the purposes of the definition of ‘banking group’, the ‘principal subsidiary undertakings’ are the subsidiary undertakings of the company whose results or financial position would principally affect the figures shown in the group accounts and the ‘management of interests in subsidiary undertakings’ includes the provision of services to such undertakings. [s1164(5)].

A credit institution is defined as a credit institution within the meaning of Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council, i.e. as ‘an undertaking the business of which is to take deposits or other repayable funds from the public and to grant credits for its own account.’ [s1173(1)].

4.2.3 Definition of insurance company and insurance group

An ‘insurance company’ means:

  • an authorised insurance company (i.e. a person (whether incorporated or not) who has permission under Part 4A of the Financial Services and Markets Act 2000 to effect or carry out contracts of insurance); or
  • any other person (whether incorporated or not) who:
    • carries on insurance market activity (as defined in section 316(3) of the Financial Services and Markets Act 2000); or
    • may effect or carry out contracts of insurance under which the benefits provided by that person are exclusively or primarily benefits in kind in the event of accident to or breakdown of a vehicle.

Neither expression includes a friendly society within the meaning of the Friendly Societies Act 1992. [s1165(2)-(4)].

References to ‘contracts of insurance’ and ‘to the effecting or carrying out of such contracts’ must be read with section 22 of the Financial Services and Markets Act 2000, any relevant order under that section and Schedule 2 to the Financial Services and Markets Act 2000. [s1165(8)].

An ‘insurance group’ means a group (i.e. parent undertaking and its subsidiary undertakings) where the parent company is an insurance company or where: [s1165(5)]

  • the parent company's principal subsidiary undertakings are wholly or mainly insurance companies; and
  • the parent company does not itself carry on any material business apart from the acquisition, management and disposal of interests in subsidiary undertakings.

For the purposes of the definition of ‘insurance group’, the ‘principal subsidiary undertakings’ are the subsidiary undertakings of the company whose results or financial position would principally affect the figures shown in the group accounts and the ‘management of interests in subsidiary undertakings’ includes the provision of services to such undertakings. [s1165(6)].

4.2.4 Qualifying partnerships (not applying Section 1A)

A qualifying partnership (as defined in the Partnerships (Accounts) Regulations 2008) (SI 2008/569), unless exempt under regulation 7 of SI 2008/569, is required to prepare the like annual accounts and reports as would be required, if the partnership were a company under Part 15 of the CA 2006 and under the Small Companies Regulations or the Regulations, as the case may be.

Part 1 of the Schedule to these regulations sets out certain modifications and adaptations to be made to the Regulations and Small Companies Regulations for these purposes. In addition, modifications may be necessary to take account of the fact that partnerships are unincorporated. For the purposes of the formats, there is no requirement for the profit and loss account to show profit or loss before taxation.3

Consequently, the requirements for qualifying partnerships preparing statutory accounts are the same (subject to the modifications and adaptations noted above) as for UK companies (see 4.2.1 above).

4.2.5 Other entities required to prepare statutory accounts in accordance with Part 15 of the CA 2006

Certain other entities are required by regulations to prepare annual accounts as if the entity is a company subject to Part 15 of the CA 2006 and these regulations specify the formats to be applied for the balance sheet and profit and loss account. Some examples are given below.

The Bank Accounts Directive (Miscellaneous Banks) Regulations 2008 (SI 2008/567) requires a ‘qualifying bank’ (as defined in those regulations) to prepare such annual accounts and directors' report as if it were a banking company (or the parent company of a banking group) in accordance with Schedule 2 to the Regulations (with certain adaptations or modifications set out in the Schedule to SI 2008/567).

Similarly, an insurance undertaking (as defined in The Insurance Accounts Directive (Miscellaneous Insurance Undertakings) Regulations 2008 (SI 2008/565)) must prepare the like annual accounts and directors' report as if it were an insurance company (or the parent company of an insurance group) in accordance with Schedule 3 to the Regulations (with certain adaptations or modifications).

Sometimes, other law may apply. For example, the preparation of the accounts of a European public limited-liability company (SE) is governed directly by Articles 61 and 62 of Council Regulation (EC) 2157/2001. The rules applicable to the preparation of accounts of public limited-liability companies under the law of the Member State in which the SE's registered office is situated are followed (there are modifications for an SE which is a credit or financial institution or an insurance undertaking).

The entities described above would not be eligible to apply Section 1A. Such entities discussed above are generally outside the scope of this publication. However, it is important that all entities determine the statutory framework, if any, that applies to the preparation of their financial statements.

4.2.6 Other entities (not applying Section 1A)

Other entities (not applying Section 1A) must apply the formats included in one of Schedules 1 to 3 to the Regulations or in the LLP Regulations, except to the extent that these requirements are not permitted by any statutory framework under which such entities report. [FRS 102.4.1, 4.1A, 4.2, 5.1, 5.5, 5.7]. The Basis for Conclusions to FRS 102 states that ‘it was concluded that all entities applying FRS 102 would be required to follow company law formats as this would promote consistency between reporting entities regardless of the legal framework under which they operate’. [FRS 102.BC.A15].

As FRS 102 does not specify which format should be used, management of such entities must apply judgement in determining the most appropriate format to apply for the circumstances of the entity concerned, where the statutory framework is not prescriptive.

4.3 Changes in formats

The General Rules to the formats (see 4.4 below) require that once a company's (or an LLP's) balance sheet or profit and loss account has been prepared for any financial year using one of the formats (in Section B of Part 1 of Schedule 1 to the Regulations or Section B of Part 1 of Schedule 1 to the LLP Regulations), the company's directors (or the members of an LLP) must use the same format in preparing Companies Act accounts (non-IAS accounts, for an LLP) for subsequent financial years, unless in their opinion there are special reasons for a change. Particulars of any such change must be given in a note to the accounts in which the new format is first used, and the reasons for the change must be explained. [1 Sch 2, 6 Sch 1, 1 Sch 2 (LLP), 3 Sch 1 (LLP)].

There are similar rules for changes in statutory profit and loss account formats for banking companies in Schedule 2 to the Regulations. [2 Sch 3, 6 Sch 1]. There is no choice of statutory balance sheet formats in Schedule 2 to the Regulations. There is no choice of statutory formats in Schedule 3 to the Regulations.

While this paragraph refers to the statutory formats, the General Rules apply so far as is practicable to adapted formats. [1 Sch 1A(3), 1 Sch 1A(3) (LLP)]. Therefore, in our view, the same requirements apply to changes in the statutory format used and a change between statutory formats and adapted formats.

A change in the format applied would also be regarded as a change in accounting policy for the purposes of FRS 102 and, therefore, would be retrospectively effected. Accounting policies are defined as ‘the specific principles, bases, conventions, rules and practices applied by an entity in preparing and presenting financial statements’. [FRS 102 Appendix I, FRS 102.10.2]. See Chapter 9 at 3.4 for the requirements on changes in accounting policy.

4.4 General Rules to the formats

The following discussion relates to the General Rules to the formats which apply to balance sheet and profit and loss account formats included in Schedule 1 to the Regulations (and Schedule 1 to the LLP Regulations). The General Rules to the formats applicable to Schedule 2 (banking companies) and Schedule 3 (insurance companies) to the Regulations, not addressed here, are more restrictive.

The General Rules to the formats also cover changes in formats (see 4.3 above).

4.4.1 General Rules governing the form of the statutory formats

Subject to paragraph 1A (which provides for adapted formats – see 4.1.3 above) and the following provisions of the Schedule,

  • every balance sheet of a company (or an LLP) must show the items listed in either of the balance sheet formats;
  • every profit and loss account of a company (or an LLP) must show the items listed in either of the profit and loss account formats

in Section B of Part 1 of Schedule 1 to the Regulations (or Section B of Part 1 of Schedule 1 to the LLP Regulations), i.e. the statutory formats.

The items in the balance sheet and profit and loss account statutory formats must be shown in the order and under the headings and sub-headings given in the particular format used, but the letters or numbers assigned to that item in the format do not need to be given (and are not in practice). References in the Schedule to items listed must be read together with any of the notes following the formats in Section B which apply to those items, which may also permit alternative positions for any particular items. [1 Sch 1, 1 Sch 1 (LLP)]. The individual line items in the statutory balance sheet and profit and loss account formats are discussed respectively at 5.3 and 6.6 below.

While there are two statutory formats, format 1 and format 2, available for the balance sheet, only format 1 is commonly used. Both format 1 and format 2 profit and loss accounts are commonly used. There are some differences in detail in the line items required in the LLP statutory formats compared to the company statutory formats.

See Figure 6.4 at 5.2 below for the format 1 balance sheet and Figures 6.16 to 6.19 at 6.6 below for the format 1 and format 2 profit and loss accounts for the individual accounts of a UK company and an LLP. Each of the headings and sub-headings denoted with a capital letter or Roman numeral must be presented on the face of the balance sheet.

4.4.2 Adapted formats (Companies applying Schedule 1 to the Regulations and LLPs only)

Paragraph 1A of Schedule 1 to the Regulations and paragraph 1A of Schedule 1 to the LLP Regulations permit the use of adapted formats. See 4.1.3 above and 4.4.3, 5.1 and 6.5 below.

4.4.3 General Rules applying to statutory formats and adapted formats

The following provisions in the General Rules to the formats apply to the statutory formats and, so far as is practicable, to the adapted formats. [1 Sch 1A(3)].

The Regulations (and LLP Regulations) do not provide further guidance on how ‘so far as is practicable’ is to be interpreted, but in our view, this phrase is needed because the General Rules have been written from the perspective of the statutory formats, e.g. they refer to items given an Arabic number which may not have a direct counterpart in the adapted formats. In other cases, such as in relation to corresponding amounts (i.e. comparatives), there are no difficulties in applying the requirements. We do not consider that ‘so far as is practicable’ allows companies or LLPs flexibility to regard the General Rules to the formats as optional.

Schedule 1 to the Regulations and the LLP Regulations require that every profit and loss account must show ‘profit or loss before taxation’ as a line item on the face of the profit and loss account. Previously, the line item required was ‘profit or loss on ordinary activities before taxation’. [1 Sch 6, 1 Sch 6 (LLP)]. This change was not in fact made to the formats in Schedule 2 and Schedule 3 to the Regulations. The line item ‘profit or loss before taxation’ is not required for a qualifying partnership preparing statutory accounts (see 4.2.4 above).4

The General Rules to the formats allow any item to be shown in a company's (or an LLP's) balance sheet or profit and loss account in greater detail than required by the particular format used. The balance sheet or profit and loss account may include an item representing or covering the amount of any asset or liability, income or expenditure not otherwise covered by any of the items listed in the format used. However, preliminary expenses; the expenses of, and commission on, any issue of shares or debentures (relevant for a company only); and the costs of research may not be treated as assets in the balance sheet. [1 Sch 3, 1 Sch 3 (LLP)]. A qualifying partnership preparing statutory accounts is not subject to the above rules on which types of costs may not be treated as assets in the balance sheet.5

Where the special nature of the company's (or the LLP's) business requires it, the company's directors (or the members of the LLP) must adapt the arrangement, headings and sub-headings otherwise required in respect of items given an Arabic number in the balance sheet or profit and loss account format used. The directors (or the members of the LLP) may combine items to which Arabic numbers are given in the formats if their individual amounts are not material to assessing the state of affairs or profit or loss of the company (or the LLP) for the financial year in question; or the combination facilitates that assessment. In the latter case, the individual amounts of any items combined must be disclosed in a note to the accounts. [1 Sch 4, 1 Sch 4 (LLP)].

FRS 102's requirements on materiality and aggregation are discussed at 9.4 below.

FRS 102 contains additional requirements that are consistent with the General Rules. Additional line items, headings and subtotals are required to be added where relevant to an understanding of the entity's financial position or financial performance (this applies both to statutory and adapted formats – see 5.1, 5.2 and 6.7 below). [FRS 102.4.3, 5.9]. Where additional detail is provided on the face of the balance sheet or profit and loss account, it is usual to provide a subtotal for the heading.

There was no need for FRS 102 to explain how the statutory formats could be amended, as this is covered in the General Rules to the formats. However, amendments to the adapted formats, which do not include Arabic-numbered items, would need to comply so far as is practicable with the General Rules to the formats. Sections 4 and 5 therefore explain what amendments may be made to the line items required for adapted formats. An entity may amend the descriptions used, the ordering of items and the aggregation of similar items in the statement of financial position (including the sub-classifications of certain line items in the statement of financial position required to be presented in the statement of financial position or the notes to the financial statements), according to the nature of the entity and its transactions, to provide information relevant to an understanding of the entity's financial position, providing the information given is at least equivalent to that required by the balance sheet format had it not been adapted. [FRS 102.4.2C]. Similarly, an entity may include additional line items in the income statement, amend the descriptions used, and the ordering of items when this is necessary to explain the elements of financial performance, providing the information given is at least equivalent to that required by the profit and loss account format had it not been adopted. [FRS 102.5.5C].

The heading or sub-heading required for a particular item in the balance sheet or profit and loss account format must be presented where there is an amount for that item in either the current or immediately preceding financial year; otherwise, the heading or sub-heading must be omitted. [1 Sch 5 (SC), 1 Sch 5 (LLP SC)].

A corresponding amount (i.e. comparative) for the immediately preceding financial year must be shown for every item shown in the balance sheet or profit and loss account. Where that corresponding amount is not comparable with the amount shown in the current financial year, the corresponding amount may be adjusted. Particulars of the non-comparability and of any adjustment must be disclosed in a note to the accounts. [1 Sch 7, 1 Sch 7 (LLP)]. This statutory requirement would permit FRS 102's requirements on restatement of comparatives to be followed. Where amounts are not restated, e.g. due to transitional provisions in accounting policies or where it is impracticable to determine the effects of a change in accounting policies on earlier periods, [FRS 102.10.11-12], a note to the accounts will need to disclose the non-comparability. FRS 102's requirements on comparatives are discussed at 3.6 above.

Amounts in respect of items representing assets or income may not be set off against amounts in respect of items representing liabilities or expenditure (as the case may be), or vice versa. [1 Sch 8, 1 Sch 8 (LLP)]. FRS 102's requirements on offset are discussed at 9.1.1.C below.

The company's directors (or the members of an LLP) must, in determining how amounts are presented within items in the profit and loss account and balance sheet, have regard to the substance of the reported transaction or arrangement, in accordance with generally accepted accounting principles or practice. [1 Sch 9, 1 Sch 9 (LLP)].

Finally, where an asset or liability relates to more than one item in the balance sheet, the relationship of such asset or liability to the relevant items must be disclosed either under those items or in the notes to the accounts. [1 Sch 9A, 1 Sch 9A (LLP)].

Examples of situations where this may be relevant include:

  • items which are partly reported in debtors: amounts falling due within one year and debtors: amounts falling due after more than one year, where reported separately on the balance sheet, (in the statutory formats);
  • items which are partly reported in creditors: amounts falling due within one year and creditors: amounts falling due after more than one year (in the statutory formats); and
  • items which are partly reported as current and non-current assets or liabilities (in the adapted formats).

This disclosure requirement does not appear to extend to reporting the relationship between assets and liabilities that derive from a single transaction (e.g. an asset acquired on a finance lease has an impact both on tangible fixed assets and lease creditors) nor, say, to identifying the associated deferred tax consequences of an asset or liability. Where a single asset or liability is required to be reported as more than one line item in the statement of financial position, e.g. split accounting for a convertible loan between equity and liability elements, or a loan at off-market rates made by a parent to its subsidiary is split between investment and loan asset, it would seem appropriate, in our view, to disclose the relationship between these line items.

4.5 Non-controlling interests in consolidated financial statements

FRS 102, the Regulations and LLP Regulations address the presentation of non-controlling interest. These requirements are relevant to consolidated financial statements, prepared using statutory or adapted formats.

Under FRS 102, a non-controlling interest is defined as ‘the equity in a subsidiary not attributable, directly or indirectly, to a parent’. Equity is ‘the residual interest in the assets of the entity after deducting all its liabilities’. Owners (as referred to below) are ‘holders of instruments classified as equity’. [FRS 102 Appendix I].

FRS 102 requires that non-controlling interest is presented in the consolidated statement of financial position within equity, separately from the equity of the owners of the parent. [FRS 102.9.20].

The statement of changes in equity (see 7.1 below) presents: [FRS 102.6.3]

  • total comprehensive income, showing separately the total amounts attributable to owners of the parent and non-controlling interests; and
  • since non-controlling interest is a component of equity, a reconciliation of the changes in the carrying amount of non-controlling interest.

In addition, the statement of comprehensive income (or separate income statement, where presented) shows as allocations of profit or loss and total comprehensive income: [FRS 102.5.6, 5.7A-C, 9.21]

  • the profit or loss for the period attributable to the owners of the parent separately from the profit or loss for the period attributable to non-controlling interest; and
  • the total comprehensive income attributable to the owners of the parent separately from the total comprehensive income attributable to non-controlling interest.

The statutory requirements for presentation of non-controlling interests (see 4.5.1 below) would permit a presentation consistent with the requirements of FRS 102. In most cases, the amounts shown as non-controlling interest under FRS 102 (see Chapter 8 at 3.7) and the amounts required by the Regulations (or LLP Regulations) (see 4.5.1 below) will be the same. There is a theoretical possibility that the amounts required by FRS 102 (which has a wider definition) and the Regulations (or LLP Regulations) may differ. In such a case, two totals are strictly required to be presented to meet both the requirements of FRS 102 and the Regulations (or LLP Regulations).

4.5.1 Presentation requirements of non-controlling interests in the Regulations and LLP Regulations

Schedule 6 to the Regulations (and Schedule 3 to the LLP Regulations) modify the balance sheet and profit and loss account formats used in the group accounts of a parent company (of a group that is not a banking or an insurance group) or of a parent LLP as follows: [6 Sch 17, 3 Sch 17 (LLP)]

  • ‘(1) The formats set out in Section B of Part 1 of Schedule 1 to these Regulations have effect in relation to group accounts with the following additions.
  • (2) In the balance sheet formats there must be shown, as a separate item and under the heading “non-controlling interests”, the amount of capital and reserves attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company [LLP] and its subsidiary undertakings.
  • (3) In the profit and loss account formats there must be shown, as a separate item and under the heading “non-controlling interests”, the amount of any profit or loss attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company [LLP] and its subsidiary undertakings.'

The heading for ‘non-controlling interests’ used in the balance sheet is treated as if it has a letter assigned, meaning that it must be included on the face of the balance sheet. However, the heading used in the profit and loss account is treated as if it has an Arabic number assigned (allowing the adaptations permitted by the General Rules to the formats, as described at 4.4 above). [6 Sch 17(4), 3 Sch 17(4) (LLP)].

The above paragraph refers to modifications to the statutory formats (in Section B of Part 1 of Schedule 1 to the Regulations and Section B of Part 1 of Schedule 1 to the LLP Regulations). In our view, the same requirements for presentation of non-controlling interest apply to adapted formats (see 4.1.3 above) because the General Rules to the formats require that any adaptations made need to be ‘at least equivalent’ to the information required in the statutory formats. [1 Sch 1A, 6 Sch 1, 1 Sch 1A (LLP), 3 Sch 1 (LLP)].

Modifications are made to paragraph 17(4) for the group accounts of parent companies of banking and insurance groups, as follows: [6 Sch 25, 36]

  • paragraph 17(1) refers to Schedule 2 to the Regulations (for banking groups) and Schedule 3 to the Regulations (for insurance groups);
  • paragraph 17(3) requires that the profit and loss account format must show, under the heading “non-controlling interests”, separate items for:
    • the amount of any profit or loss on ordinary activities; and
    • the amount of any profit or loss on extraordinary activities,

      attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings;

  • paragraph 17(4) has more restrictive presentation requirements (which effectively would require the non-controlling interest to be presented as a separate line item on the face of the balance sheet or profit and loss account).

Extraordinary activities are not expected in practice (see 6.7.6 below) so the main effect is that the amount of profit or loss on ordinary activities (this heading is still used in the Schedule 2 and Schedule 3 formats) will need to be attributed to non-controlling interests. FRS 102 requires, in any case, that non-controlling interest is presented on the face of the statement of financial position and as an allocation of profit (and total comprehensive income) on the face of the statement of comprehensive income (and separate income statement, if any).

4.5.2 Illustrative examples of presentation of non-controlling interests

Figure 6.1 below illustrates the presentation of non-controlling interests in the statement of financial position for a UK company under FRS 102 (and is consistent with the Regulations). The terminology ‘non-controlling interests’ in the Regulations (rather than ‘non-controlling interest’ in FRS 102) is used.

£'000
Capital and reserves
Called up share capital 12,075
Share premium account 493
Capital redemption reserve 500
Merger reserve 6,250
Profit and loss account 27,882
Equity attributable to owners of the parent company 47,200
Non-controlling interests 360
47,560

Figure 6.1 Presentation of non-controlling interests in statement of financial position

See also Figure 6.3 at 5.1 below and Example 6.3 at 5.1.14 below for the presentation of non-controlling interest in the statement of financial position in adapted formats.

Example 6.7 at 7.1.2 below illustrates the presentation of non-controlling interest in the statement of changes in equity.

FRS 102 allows the statement of comprehensive income to be shown as a single statement or using the two-statement approach (with a separate income statement). [FRS 102.5.2].

Figure 6.2 below illustrates the allocation of profit or loss to owners of the parent and to non-controlling interest where a separate income statement is presented. Where a separate income statement is presented, an allocation of total comprehensive income between owners of the parent and the non-controlling interest would also be presented at the end of the statement of total comprehensive income. [FRS 102.5.6, 5.7B, 5.7C].

£'000
Profit before taxation 7,786
Tax on profit (3,339)
Profit after taxation and profit for the financial year 4,447
Profit for the financial year attributable to:
      Owners of the parent company 4,209
      Non-controlling interests 238

Figure 6.2 Presentation of non-controlling interests in separate income statement

See also Example 6.5 at 6.5.2 below which illustrates the presentation for the statement of comprehensive income (with a separate income statement) using adapted formats.

Where a single statement of comprehensive income is presented (see 6.3 below), these allocations of profit or loss and of total comprehensive income would both be presented as two lines below the total comprehensive income for the period. [FRS 102.5.7A-C]. See Example 6.4 at 6.5.2 below which illustrates this for a single statement of comprehensive income using adapted formats.

5 STATEMENT OF FINANCIAL POSITION

The requirements in FRS 102 for entities not applying Section 1A, are set out below and at 5.1 to 5.5.

Section 4 applies to all entities, whether or not they report under the CA 2006. Entities that do not report under the CA 2006 should comply with the requirements of Section 4 and with the Regulations (or where applicable, the LLP Regulations) where referred to in Section 4, except to the extent that these requirements are not permitted by any statutory framework under which such entities report. A small entity applying Section 1A is not required to comply with Section 4. [FRS 102.4.1, 4.1A].

The statement of financial position (referred to as the balance sheet in CA 2006) presents an entity's assets, liabilities and equity at the end of the reporting period. [FRS 102.4.1].

An entity presents its statement of financial position in accordance with the requirements in Part 1 of the applicable schedule to the Regulations or Part 1 of Schedule 1 to the LLP Regulations. [FRS 102.4.2]. The formats required by different types of entity (and in consolidated financial statements) are discussed in more detail in 4.1 and 4.2 above.

Part 1 of Schedule 1 to the Regulations and Part 1 of Schedule 1 to the LLP Regulations, provide a choice of:

  • one of two balance sheet statutory formats (as set out in Section B of the relevant Part); or
  • adapted formats.

Schedule 2 (banking companies) and Schedule 3 (insurance companies) to the Regulations require use of the statutory formats and do not allow use of adapted formats. This chapter does not set out the statutory formats for banking and insurance companies.

The consolidated statement of financial position of a group must be presented in accordance with the requirements for a consolidated balance sheet in Schedule 6 to the Regulations (or, where applicable, Schedule 3 to the LLP Regulations). [FRS 102.4.2]. How adapted formats and statutory formats are applied in consolidated financial statements is further explained in 4.1.2 above and 5.1 and 5.2 below.

This part of the chapter is set out as follows:

  • 5.1 – Adapted formats (including implementation issues)
  • 5.2 – Statutory formats – format 1 balance sheet
  • 5.3 – Implementation issues for statutory formats – format 1 balance sheet
  • 5.4 – Additional disclosures in respect of share capital (or equivalent) (adapted formats and statutory formats); and
  • 5.5 – Information on disposal groups to be presented in the notes (adapted formats and statutory formats)

Certain classification issues are highlighted in the commentary on the statutory and adapted formats. In particular, the line items in the statutory formats are not always aligned with the accounting requirements in FRS 102 (e.g. ‘tangible fixed assets’ in the statutory formats would include property, plant and equipment, investment properties and other items).

Some additional analyses of line items and disclosures required by the Regulations (and LLP Regulations) in the notes to the accounts are highlighted at 5.3 below. Disclosures in the Regulations and LLP Regulations (unless they derive directly from the notes to the statutory formats so only apply to the statutory format) are also required where adapted formats are used. These disclosures are not separately noted in the discussion in 5.1 below on adapted formats.

Disclosures relating to the statement of financial position specifically required by FRS 102 are set out at 5.4 and 5.5 below. Therefore, these apply where adapted formats or statutory formats are used. These sections also discuss similar disclosures found in the Regulations or LLP Regulations.

5.1 Adapted formats (including application issues)

An entity choosing to apply paragraph 1A(1) of Schedule 1 to the Regulations and adapt one of the balance sheet formats (see 4.1.3 above) shall, as a minimum, include in its statement of financial position the line items presented in Figure 6.3 below, distinguishing between those items that are current and those that are non-current (see 5.1.1 and 5.1.2 below). [FRS 102.4.2A]. To comply with this requirement, an entity must present as separate classifications: current and non-current assets, and current and non-current liabilities. [FRS 102.4.2D].

(a) Property, plant and equipment
(b) Investment property carried at fair value through profit and loss
(c) Intangible assets
(d) Financial assets (excluding amounts shown under (e), (f), (j) and (k))
(e) Investments in associates
(f) Investments in jointly controlled entities
(g) Biological assets carried at cost less accumulated depreciation and impairment
(h) Biological assets carried at fair value through profit and loss
(i) Inventories
(j) Trade and other receivables
(k) Cash and cash equivalents
(l) Trade and other payables
(m) Provisions
(n) Financial liabilities (excluding amounts shown under (l) and (m))
(o) Liabilities and assets for current tax
(p) Deferred tax liabilities and deferred tax assets (classified as non-current)
(q) Non-controlling interest, presented within equity separately from the equity attributable to the owners of the parent#
(r) Equity attributable to the owners of the parent˜

˜ The LLP SORP requires a total for net assets attributable to members, and total members' interests (as a memorandum item) to be disclosed on the face of the statement of financial position. These disclosures are retained where adapted formats are used and ‘loans and other debts due to members’ and ‘members’ other interests' (items J and K in the statutory formats for LLPs) are shown as line items on the face of the statement of financial position. See Figure 6.6 at 5.2.1 below and the discussion below.

# Not required in individual financial statements.

Figure 6.3 Adapted formats – balance sheet

FRS 102 refers only to the Regulations, because at the time that this paragraph was added in to FRS 102, the LLP Regulations did not permit the use of adapted formats. Since paragraph 1A(1) of Schedule 1 to the LLP Regulations now allows the use of adapted formats, this paragraph should be read as extending to LLPs.

FRS 102's presentation requirements for adapted formats are similar to but not identical to IAS 1.

FRS 102 simply provides a list of items which must, as a minimum, be presented in the statement of financial position. An illustrative example statement of financial position is included in Example 6.3 at 5.1.14 below.

The LLP SORP requires that, in order for the adapted formats to show the equivalent information to the statutory formats, ‘loans and other debts due to members’ (item J in the statutory formats) and ‘members’ other interests' (item K in the statutory formats) must be separately disclosed on the face of the balance sheet. The face of the balance sheet should show the total for net assets attributable to members (i.e. the total of ‘loans and other debts due to members’ and ‘members’ other interests') and disclose total members' interests (being the total of ‘loans and other debts due to members’ and ‘members’ other interests', less any ‘amounts due from members’ in debtors) as a memorandum item. [LLP SORP.26C, 58]. Detailed guidance on issues specific to LLPs is outside the scope of this chapter.

In general, few difficulties should arise over classification of line items since the required line items are aligned with the categories of assets and liabilities discussed in FRS 102. The line items required in adapted formats (and some implementation issues on classification) are discussed at 5.1.3 to 5.1.13 below.

While line items (o) and (p) appear to combine liabilities and assets for current tax and deferred tax respectively, the assets will need to be shown separately from the liabilities. Deferred tax is always classified as non-current.

Line item (q) for non-controlling interest (see 4.5 above) is only relevant where consolidated financial statements are prepared.

So far as is practicable, paragraphs 2 to 9A of the General Rules to the formats apply to the adapted formats. [1 Sch 1A(3), 1 Sch 1A(3) (LLP)].

Section 4 requires that the following sub-classifications of the line items presented must be disclosed either in the statement of financial position or in the notes: [FRS 102.4.2B]

  • property, plant and equipment in classifications appropriate to the entity;
  • intangible assets and goodwill in classifications appropriate to the entity;
  • investments, showing separately shares and loans;
  • trade and other receivables showing separately amounts due from related parties, amounts due from other parties, prepayments and receivables arising from accrued income not yet billed;
  • inventories, showing separately, amounts of inventories:
    • held for sale in the ordinary course of business;
    • in the process of production for such sale; and
    • in the form of materials or supplies to be consumed in the production process or in the rendering of services;
  • trade and other payables, showing separately amounts payable to trade suppliers, payable to related parties, deferred income and accruals; and
  • classes of equity, such as share capital, share premium, retained earnings, revaluation reserve, fair value reserve and other reserves.

An entity must present additional line items, headings and subtotals in the statement of financial position when such presentation is relevant to an understanding of the entity's financial position. [FRS 102.4.3]. This requirement also applies to statutory formats.

The descriptions of the line items in the statement of financial position used in paragraph 4.2A (listed in Figure 6.3 above) and of the sub-classifications of line items set out in paragraph 4.2B (see immediately above); and the ordering of items or aggregation of similar line items, may be amended according to the nature of the entity and its transactions, to provide information that is relevant to an understanding of the entity's financial position, providing the information given is at least equivalent to that required by the balance sheet format had it not been adapted. [FRS 102.4.2C].

Paragraph 4.3 explains when additional line items are required and paragraph 4.2C clarifies the flexibility in the presentation requirements where adapted formats are used (for statutory formats, the General Rules to the formats set out the flexibility for Arabic numbered items, but Arabic numbered items are not used in the adapted formats). Paragraphs 4.3 and 4.2C are similar to requirements in IAS 1. [IAS 1.55, 57]. See 4.4 above.

Judgement is needed in determining whether to present additional line items (which might include further disaggregation of the line items required in the statement of financial position, as set out in Figure 6.3), where material and relevant. IAS 1, which has a similar requirement, states that line items are included when the size, nature or function of an item or aggregation of similar items is such that separate presentation is relevant to an understanding of the entity's financial position. The judgement about whether to present additional items separately is based on an assessment of the nature and liquidity of assets, the function of assets within the entity, and the amounts, nature and timing of liabilities. [IAS 1.57-58]. IAS 1 further notes that use of different measurement bases (such as cost or revaluation) for different classes of assets suggests that their nature or function differs. [IAS 1.59]. The statement of financial position in the adapted formats already shows line items for investment property and biological assets by measurement basis. An FRS 102 reporter may find IAS 1's guidance helpful but is not required to follow this; the principle is to focus on whether additional analysis is relevant to an understanding of the entity's financial position. Any amendments would need to comply with, so far as is practicable, the requirements of the General Rules to the formats governing modifications of the formats (see 4.4 above).

Where adapted formats are used, there is no requirement to disclose debtors: amounts falling due after more than one year or to classify creditors between creditors: amounts falling due within one year and creditors: amounts falling due after more than one year. [FRS 102.4.4A, 4.7]. Adapted formats distinguish instead between current assets, current liabilities, non-current assets and non-current liabilities. [FRS 102.4.2A].

FRS 102 does not contain IAS 1's requirement to disclose the amount expected to be recovered or settled after more than twelve months, for each asset and liability line item that combines amounts expected to be recovered or settled no more than twelve months after the reporting period, and more than twelve months after the reporting period. [IAS 1.61].

Other analyses of line items are specified by other sections of FRS 102 (refer to the relevant chapters of this publication) or by the Regulations (or LLP Regulations). These disclosures are not set out at 5.1 and 6.5 below (as they are covered in the relevant chapters of this publication), although some of the latter are highlighted at 5.2, 5.3 and 6.6 below in respect of the statutory formats. The additional disclosures required by other sections of the standard will generally be more straightforward than where the statutory formats are applied, since the line items in the adapted formats are aligned with FRS 102.

The Regulations (and LLP Regulations) require supplementary information to be given in the notes to the accounts which apply where statutory formats or the adapted formats are used. One complexity is that the information required sometimes refers to items found in the statutory formats (which may differ to the line items identified where the adapted formats are used). For example, the adapted formats do not refer to fixed assets, creditors: amounts falling due within one year, creditors: amounts falling due after more than one year, investments, land or buildings, or turnover. A UK company (or an LLP) using adapted formats in Companies Act accounts (non-IAS accounts, for an LLP) will, therefore, need to identify which of its assets, liabilities, revenue streams needs to be included in the required disclosures. While the classification of non-current assets and current assets used in adapted formats differs to the fixed assets and current assets classification required in statutory formats, the statutory definition of ‘fixed assets’ (see 5.2.2 below) is relevant for the purposes of disclosures in respect of fixed assets in the Regulations (and the LLP Regulations).

In addition, the Regulations (and the LLP Regulations) frequently require analyses and reconciliations to be given for Arabic-numbered sub-headings in the statutory balance sheet formats. As noted above, adapted formats require various sub-classifications to be presented in the statement of financial position or notes to the financial statements. The statutory disclosures are often required ‘in respect of each item which is or would but for paragraph 4(2)(b) be shown’ under a particular heading (meaning the items are combined on the face of the balance sheet or profit or loss account in order to facilitate assessment of the state of affairs or profit or loss). An example is the reconciliation of movements in fixed assets, or the reconciliation of movements in reserves (discussed at 7.1.1 below). In our view, it may be appropriate to give the information for each of the relevant sub-classifications identified. This is because these sub-classifications in effect stand in place of the Arabic-numbered headings identified in the statutory formats. There is overlap here with the reconciliations of the carrying amounts of certain assets required by FRS 102 but the Regulations (and the LLP Regulations) require separate fixed asset reconciliations for cost and cumulative provision for depreciation and diminution. See 5.2.2 below.

5.1.1 Definitions of current and non-current assets (adapted formats only)

The definitions of current and non-current assets discussed below apply only where an entity chooses to use adapted formats in accordance with paragraph 1A(1) of Schedule 1 to the Regulations (or paragraph 1A(1) of Schedule 1 to the LLP Regulations).

FRS 102 defines non-current assets. Current assets are the assets of the entity which are not non-current assets (i.e. the residual). [FRS 102 Appendix I]. This differs to IAS 1 which defines current assets and non-current assets are the residual. [IAS 1.66].

We have set out below the definition of ‘non-current assets’, as included in the FRS 102 Glossary.

Non-current assets are defined as: ‘Assets of the entity which: [FRS 102 Appendix I]

  1. it does not expect to realise, or intend to sell or consume, in its normal operating cycle (see 5.1.1.A below);
  2. it does not hold primarily for the purpose of trading (see 5.1.1.B below);
  3. it does not expect to realise within 12 months after the reporting period; or
  4. are cash or cash equivalents restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period’.

The adapted formats also require that deferred tax assets are always classified as non-current. [FRS 102.4.2A(p)].

‘Cash or cash equivalents’ are defined in the FRS 102 Glossary and should be interpreted in a manner consistent with Section 7 (see Chapter 7 at 3.3).

IAS 1 requires an entity to classify an asset as current if it meets any of the conditions in (a) to (d) of paragraph 66 of IAS 1. The conditions in (a) to (d) above of FRS 102's definition of ‘non-current assets’ are broadly the converse of the conditions in (a) to (d) in IAS 1's definition of a current asset.

In our view, the FRC intended that the classification of assets as non-current and current should be consistent with the requirements of paragraph 66 of IAS 1, however by choosing to define non-current assets, rather than current as in IAS 1, there are potential ambiguities in the wording of the definition, which we consider are unintended. For example, if meeting any of (a) to (d) above would qualify an asset as a non-current asset under FRS 102, this would not in fact be aligned with IAS 1. For instance, an asset may not be held primarily for the purpose of trading (so meets (b) in the definition) but if it is expected to be realised within twelve months after the reporting period (so does not meet (c) in the definition), IAS 1 would require this asset to be classified as current. [IAS 1.66(c)].

FRS 102 provides no additional guidance beyond the definition above. However, since the intention is to provide a format more aligned with IAS 1, management may consider, as permitted by the hierarchy in Section 10, the requirements of IAS 1 for further guidance. The guidance presented at 5.1.1.A to E below refers to IAS 1's requirements, where appropriate.

The current portion of non-current financial assets would be classified as current, consistent with IFRS. [IAS 1.68].

5.1.1.A Operating cycle

Item (a) of the definition of non-current assets above distinguishes between current and non-current based on the length of the normal operating cycle. The concept of ‘operating cycle’ is not further explained in FRS 102 but IAS 1 states that ‘the operating cycle of an entity is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. When the entity's normal operating cycle is not clearly identifiable, it is assumed to be twelve months.’ [IAS 1.68]. IAS 1 does not provide any further guidance on how to determine if an entity's operating cycle is ‘clearly identifiable’. In some businesses, the time involved in producing goods or providing services varies significantly from one customer project to another. In such cases, it may be difficult to determine what the normal operating cycle is. Management must consider all facts and circumstances and judgement to determine whether it is appropriate to consider that the operating cycle is clearly identifiable, or whether the twelve months default is to be used.

IAS 1 further explains that when an entity supplies goods or services within a clearly identifiable operating cycle, separate classification of current and non-current assets and liabilities on the face of the statement of financial position provides useful information by distinguishing the net assets that are continuously circulating as working capital from those used in long-term operations. It also highlights assets that are expected to be realised within the current operating cycle, and liabilities that are due for settlement within the same period. [IAS 1.62].

Current assets, therefore, include assets (such as inventories and trade receivables) that are sold, consumed or realised as part of the normal operating cycle even when they are not expected to be realised within twelve months after the reporting period. [IAS 1.68].

5.1.1.B Held for the purpose of trading

Current assets include assets held primarily for the purpose of trading, for example, some financial assets classified as trading in accordance with IFRS 9 – Financial Instruments – or IAS 39 – Financial Instruments: Recognition and Measurement, where these standards are applied to the recognition and measurement of financial instruments.

However, consistent with IFRS practice, a classification as ‘held for trading’ (e.g. as required for a derivative, that is not hedge accounted) does not necessarily mean the financial asset is ‘held for the purpose of trading’ for the purposes of current / non-current classification.

5.1.1.C Assets previously classified as non-current but subsequently held for sale

FRS 102 does not include the concept in IFRS of non-current assets and disposal groups held for sale, and the adapted formats, therefore, do not require separate presentation for such items.

FRS 102 does not address whether items such as property, plant and equipment should be reclassified as current if expected to be realised within twelve months after the reporting period. In our view, an entity should generally continue to classify property, plant and equipment intended to be disposed of as non-current unless it is expected to be realised within 12 months after the reporting period (in which case it must be classified as current).

However, an entity that, in the course of its ordinary activities, routinely sells items of property, plant and equipment that it has held for rental to others, should transfer such assets to inventory when they cease to be rented and become held for sale, consistent with IFRS requirements. [IAS 16.68A]. See Chapter 15 at 3.7.1. The inventory should then be classified as current or non-current in accordance with the definitions at 5.1.1, with particular reference to item (a) of the definition of non-current asset.

5.1.1.D Post-employment benefits

The question arises as to whether the current / non-current analysis needs to be made for defined benefit plan balances. IAS 19 – Employee Benefits – does not specify whether such a split should be made, on the grounds that it may sometimes be arbitrary. [IAS 19.133, BC200]. In practice, few if any IFRS reporters make this split.

No similar statement is included in FRS 102, but where the same concern over the arbitrary nature of a split arises, in our view, FRS 102 reporters are able to follow the practice of some IFRS reporters and report such balances as non-current.

5.1.2 Definitions of current liabilities and non-current liabilities (adapted formats only)

FRS 102 defines current liabilities, with non-current liabilities being ‘liabilities of the entity which are not current liabilities’ (i.e. the residual). [FRS 102 Appendix I].

Current liabilities are defined as liabilities of the entity which:

  1. it expects to settle in its normal operating cycle (see 5.1.2.A below);
  2. it holds primarily for the purpose of trading (see 5.1.2.B below);
  3. are due to be settled within 12 months after the reporting period (see 5.1.2.C below); or
  4. it does not have an unconditional right to defer settlement for at least 12 months after the reporting period (see 5.1.2.D below).

Meeting any one of (a) to (d) leads to the liability being required to be classified as current.

The adapted formats also require that deferred tax liabilities are always classified as non-current. [FRS 102.4.2A(p)].

5.1.2.A Operating cycle

The concept of ‘operating cycle’ is explained at 5.1.1.A above.

IAS 1 explains that some current liabilities, such as trade payables and some accruals for employee and other operating costs, are part of the working capital used in the normal operating cycle, and are classified as current liabilities even if they are due to be settled more than twelve months after the reporting period. The same normal operating cycle applies to the classification of an entity's assets and liabilities and when not clearly identifiable, is assumed to be twelve months. [IAS 1.70].

5.1.2.B Held for the purpose of trading

Current liabilities include assets held primarily for the purpose of trading, for example, some financial liabilities classified as trading in accordance with IAS 39 or IFRS 9.

However, consistent with IFRS practice, a classification as ‘held for trading’ (e.g. as required for a derivative, that is not hedge accounted) does not necessarily mean the financial liability is ‘held for the purpose of trading’ for the purposes of current / non-current classification.

5.1.2.C Due for settlement within 12 months

Some current liabilities are not settled as part of the normal operating cycle but are due for settlement within twelve months after the end of the reporting period. Examples given by IAS 1 include bank overdrafts, the current portion of non-current financial liabilities, dividends payable, income taxes and other non-trade payables.

Financial liabilities that provide financing on a long-term basis (i.e. are not part of the working capital used in the entity's normal operating cycle) and are not due for settlement within twelve months after the end of the reporting period are non-current liabilities. [IAS 1.71]. As explained at 5.1.2.D below, there must be an unconditional right, as at the end of the reporting period, to defer settlement for at least twelve months thereafter, in order for a liability to be reported as non-current.

5.1.2.D No unconditional right to defer settlement

The assessment of a liability as current or non-current is applied strictly. IAS 1 provides further guidance on this part of the current liability definition.

The key point is that for a liability to be classified as non-current requires that the entity has, at the end of the reporting period, an unconditional right to defer its settlement for at least twelve months thereafter. Consequently, a liability is classified as current when:

  • it is due to be settled within twelve months after the reporting period even if the original term was for a period longer than twelve months and an agreement to refinance or reschedule payments, on a long-term basis is completed after the reporting period and before the financial statements are authorised for issue; [IAS 1.72, 76]
  • an entity breaches a provision of a long-term loan arrangement on or before the end of the reporting period, with the effect that the liability becomes payable on demand (even if the lender agreed, after the reporting period and before the authorisation of the financial statements for issue, not to demand payment as a consequence of the breach). [IAS 1.74, 76].

However, the liability would be classified as non-current if the lender agreed by the end of the reporting period to provide a period of grace ending at least twelve months after the reporting period, within which the entity can rectify the breach and during which the lender cannot demand immediate repayment. [IAS 1.75].

Accordingly, as explained in IAS 1, liabilities would be non-current if an entity expects, and has the discretion, to refinance or roll over an obligation for at least twelve months after the reporting period under an existing loan facility, even if it would otherwise be due within a shorter period. However, when refinancing or rolling over the obligation is not at the discretion of the entity, the obligation is classified as current. [IAS 1.73].

Section 11 – Basic Financial Instruments – requires specific disclosures where there is a breach of terms or other default in respect of a loan payable recognised at the end of the reporting period (see Chapter 10 at 11.2.3). A qualifying entity that is not a financial institution preparing individual financial statements is exempt from this disclosure (under the reduced disclosure framework), providing that the equivalent disclosures required by the standard are given in the publicly available consolidated financial statements of the group in which the qualifying entity is consolidated. [FRS 102.1.8, 1.12(c), 11.47].

Conditions of breach or default at the end of the reporting period may, however, be material for disclosure in the financial statements (even if no specific disclosure applies), whether adapted formats or statutory formats are applied. A breach or default arising (or its rectification) after the end of the reporting period, while not one of the examples specifically listed in Section 32 – Events after the End of the Reporting Period, may be a material post-balance sheet event requiring disclosure (see Chapter 29 at 3.5.2) [FRS 102.32.10-11], and may also be relevant to the going concern assessment and related disclosures (see 9.3 below).

Example 6.2 below illustrates the operation of the above requirements.

5.1.2.E Post-employment benefits

Refer to the discussion at 5.1.1.D above. In our view, where the same concern over the arbitrary nature of a split arises, FRS 102 reporters are able to follow the practice of some IFRS reporters and report such balances as non-current.

5.1.3 Property, plant and equipment

FRS 102 defines ‘property, plant and equipment’ as tangible assets that:

  • are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes; and
  • are expected to be used during more than one period. [FRS 102 Appendix I].

See Chapter 15 at 3.2 and 3.3. Investment property is a separate classification from property, plant and equipment but sometimes an investment property may have mixed use, e.g. partly used for rental and partly for owner occupation. A component for property, plant and equipment may be required to be separated (see 5.1.4 below).

Specific types of assets that may be recorded as property, plant and equipment in certain circumstances are discussed below. Chapter 15 at 3.3.1.B, 3.3.1.E and 3.3.1.F also addresses other less common classification issues including: environmental and safety equipment; the classification of items as inventory or property, plant and equipment where minimum levels are maintained; and the production stripping costs of mines.

Where adapted formats are used, FRS 102 requires that sub-classifications of property, plant and equipment that are appropriate to the entity are presented, either on the face of the statement of financial position or in the notes. [FRS 102.4.2B(a)].

5.1.3.A Heritage assets

FRS 102 sets out separate requirements for heritage assets, being tangible and intangible assets with historic, artistic, scientific, technological, geophysical or environmental qualities that are held and maintained principally for their contribution to knowledge and culture (see Chapter 31 at 5). [FRS 102 Appendix I]. Therefore, heritage assets can in principle be tangible or intangible assets.

5.1.3.B Exploration and evaluation of mineral resources

IFRS 6 – Exploration for and Evaluation of Mineral Resources, which is applied by FRS 102 reporters operating in the exploration for and / or evaluation of mineral resources, [FRS 102.34.11], requires entities within its scope to classify exploration and evaluation assets as either intangible or tangible assets according to the nature of the assets acquired and apply the classification consistently. [IFRS 6.15].

For example, drilling rights should be presented as intangible assets, whereas vehicles and drilling rigs are tangible assets. A tangible asset that is used in developing an intangible asset should still be presented as a tangible asset. However, ‘to the extent that a tangible asset is consumed in developing an intangible asset, the amount reflecting that consumption is part of the cost of the intangible asset’. For example, the depreciation of a portable drilling rig would be capitalised as part of the intangible exploration and evaluation asset that represents the costs incurred on active exploration projects. [IFRS 6.16, BC33]. See Chapter 31 at 3.

5.1.3.C Service concession arrangements

FRS 102 distinguishes two principal categories of service concession arrangements: a financial asset model and an intangible asset model. Sometimes, a service concession arrangement may contain both types [FRS 102.34.13-15] (see Chapter 31 at 4).

However, Section 35 – Transition to this FRS – permits first-time adopters (that are operators of service concession arrangements) to continue to account for service concession arrangements entered into before the date of transition using the same accounting policies as applied at the date of transition (see Chapter 32 at 5.10). [FRS 102.35.10(i)]. FRS 5 Application Note F – Private Finance Initiative and Similar Contracts – distinguished between arrangements where the property was the asset of the operator (and a tangible fixed asset was recognised) and where the property was the asset of the grantor / purchaser (and a financial asset / debtor was recognised by the operator). Where the transition exemption is taken, the previous UK GAAP classification would continue to be used.

5.1.3.D Software development costs

The definition of an intangible asset within Section 18 requires that it is an identifiable non-monetary asset without physical substance. [FRS 102.18.2, FRS 102 Appendix I]. However, intangible assets can be contained in or on a physical medium such as a compact disc (in the case of computer software), legal documentation (in the case of a licence or patent) or film, requiring an entity to exercise judgement in determining whether to apply Section 17 or Section 18. FRS 102 provides no further guidance on this issue. Management may consider, as permitted by the hierarchy in Section 10, the guidance in IAS 38 – Intangible Assets, which has the same definition of an intangible asset. See Chapter 15 at 3.3.1.D and Chapter 16 at 3.2.2 and 4.1 for discussion of the classification of such costs. Some entities may have reclassified such costs compared to previous UK GAAP on transition to FRS 102.

5.1.3.E Spare parts and similar equipment

Spare parts, stand-by equipment and servicing equipment are recognised in accordance with Section 17 when they meet the definition of property, plant and equipment. Otherwise, such items are classified as inventory. [FRS 102.17.5]. See Chapter 15 at 3.3.1.A for further discussion of this requirement.

5.1.4 Investment property

The definition of investment property is explained in Chapter 14 at 3.1. As this definition differs from that in previous UK GAAP, some entities may have reclassified items on transition to FRS 102. Sometimes, also, property may have mixed use (e.g. partly owner-occupied and partly held for rental) which may be required to be split into components for investment property and property, plant and equipment. See Chapter 14 at 3.1.7 and Chapter 15 at 3.3.4.

Only investment property at fair value through profit and loss is required to be presented as a separate line item on the face of the statement of financial position in adapted formats (see Figure 6.3 at 5.1 above). [FRS 102.4.2A(b)]. It is not clear whether the standard intends that investment property accounted for using the cost model (in Section 17) is subsumed within the line item for property, plant and equipment or not. However, since investment property accounted for using the cost model does not strictly fall within FRS 102's definition of property, plant and equipment and has a different function, in our view, it may be appropriate, where material, to include additional line items or headings in the statement of financial position to distinguish investment property accounted for at cost. [FRS 102.4.3].

5.1.5 Intangible assets

FRS 102's definition of an intangible asset is discussed in detail in Chapter 16 at 3.2. Specific types of assets that may sometimes fall to be classified as intangible assets and sometimes as property, plant and equipment are discussed at 5.1.3.A to 5.1.3.D above.

Where adapted formats are used, FRS 102 requires that sub-classifications of intangible assets and goodwill appropriate to the entity are presented, either on the face of the statement of financial position or in the notes. [FRS 102.4.2B(b)].

5.1.5.A Goodwill and negative goodwill

FRS 102 does not specify that positive goodwill is shown as a separate line item on the face of the statement of financial position in adapted formats but requires that sub-classifications of intangible assets and goodwill appropriate to the entity are presented, either on the face of the statement of financial position or in the notes. [FRS 102.4.2A, 4.2B(b)].

Goodwill does not strictly fall within the definition of an intangible asset since it is not identifiable; therefore, we would expect that entities disclose positive goodwill, if material, separately on the face of the statement of financial position. [FRS 102.4.3]. Indeed, presentation of goodwill on the face of the statement of financial position does appear to be implied by the requirements in Section 19 – Business Combinations and Goodwill – for presentation of negative goodwill, as described below.

Where the acquirer's interest in the net amount of the identifiable assets, liabilities and provisions for contingent liabilities recognised exceeds the cost of the business combination, FRS 102 requires that the resulting excess (i.e. ‘negative goodwill’) is separately disclosed on the face of the statement of financial position, immediately below positive goodwill, and followed by a subtotal of the net amount of the positive goodwill and the excess. [FRS 102.19.24(b)]. See Chapter 17 at 3.8.3.

5.1.6 Financial assets and financial liabilities

FRS 102 requires the following line items to be presented on the face of the statement of financial position (see Figure 6.3 at 5.1 above): [FRS 102.4.2A]

  1. financial assets (excluding items shown under (e), (f), (j) and (k)) (see Chapter 10);
  2. investments in associates (see Chapter 12);
  3. investments in jointly controlled entities (see Chapter 13);
  1. trade and other receivables;
  2. cash and cash equivalents (see Chapter 7);
  3. trade and other payables; and
  1. financial liabilities (excluding items shown under (l) and (m)) (see Chapter 10).

‘Cash or cash equivalents’ are defined in the FRS 102 Glossary and should be interpreted in a manner consistent with Section 7 (see Chapter 7).

FRS 102 requires that investments in associates and investments in jointly controlled entities are presented as separate line items in adapted formats for both individual and consolidated financial statements. Unlike IAS 1, ‘investments in associates and jointly controlled entities accounted using the equity method’ (which is only permitted in FRS 102 consolidated financial statements) are not required to be separately presented. However, the ‘share of the profit or loss of investments in associates and jointly controlled entities accounted for using the equity method’ is a separate line item in the adapted formats for the statement of comprehensive income (or separate income statement, where the two-statement form is used) (see 6.5 below). [FRS 102.5.5B(c), 5.7A].

FRS 102 requires additional line items, headings and sub-headings (where material) to be presented in the statement of financial position, where relevant to an understanding of the financial position. [FRS 102.4.3]. This might be the case, for example, where investments in associates and investments in jointly controlled entities are required to be held as part of an investment portfolio at fair value through profit or loss in consolidated financial statements. [FRS 102.14.4A-B, 15.9A-B]. See Chapter 12 at 3.3.1.B and Chapter 13 at 3.6.3.B.

Where adapted formats are used, FRS 102 requires that further sub-classifications are presented, either on the face of the statement of financial position or in the notes, for: [FRS 102.4.2B(c), (d), (f)]

  1. investments, showing separately shares and loans;
  2. trade and other receivables, showing separately amounts due from related parties (same definition as for Section 33 – Related Party Disclosures – as discussed in Chapter 30 at 3.1), amounts due from other parties, prepayments and receivables arising from accrued income not billed; and
  3. trade and other payables, showing separately amounts payable to trade suppliers, payable to related parties, deferred income and accruals.

FRS 102 does not define ‘investment’. Nevertheless, (a) above requires the reporting entity to disclose financial assets constituting investments, distinguishing between shares and loans. Where loans are involved, this is likely to require judgement as to whether the loan is in the nature of an investment or is an ‘other receivable’ (see 5.3.4.A below).

The sub-classifications at (b) and (c) are similar to but not the same as the line items required where the statutory formats are applied. See 5.1.13.B below for discussion of the classification of contract assets and liabilities. FRS 102 further requires the carrying amounts at the reporting date of financial assets and financial liabilities measured at fair value through profit or loss to be disclosed either in the statement of financial position or in the notes. The disclosure may be made separately by category of financial instrument. Financial liabilities that are not held as part of a trading portfolio and are not derivatives shall be shown separately. [FRS 102.11.41].

This analysis only applies to financial assets and liabilities that are in scope of Sections 11 or 12, or IFRS 9, or IAS 39 whichever standard is applied to the recognition and measurement of financial instruments. [FRS 102.11.2, 11.7, 12.2, 12.3-5]. See Chapter 10 at 11.2.3. The above disclosures (with the exception of those relating to measurement at fair value through profit and loss) are not required in individual financial statements of a qualifying entity that is not a financial institution using the reduced disclosure framework, providing that the equivalent disclosures required by the standard are given in the publicly available consolidated financial statements of the group in which the qualifying entity is consolidated. [FRS 102.1.8, 1.12(c)].

5.1.7 Biological assets

FRS 102 defines a biological asset as ‘a living animal or plant’. [FRS 102 Appendix I]. Section 34 – Specialised Activities – provides an accounting policy choice, for each class of biological asset (and its related agricultural produce), to apply the fair value model or cost model (see Chapter 31 at 2).

Where adapted formats are applied, an entity must present separately on the face of the statement of financial position: [FRS 102.4.2A(g)-(h)]

  • biological assets carried at cost less accumulated depreciation and impairment; and
  • biological assets carried at fair value through profit and loss.

5.1.8 Inventories

Where adapted formats are used, FRS 102 requires that inventories are shown on the face of the statement of financial position. [FRS 102.4.2A(i)].

An analysis of inventories, sub-classified between (a) to (c) below, is presented either on the face of the statement of financial position or in the notes. [FRS 102.4.2B(e)].

FRS 102 defines inventories as assets: [FRS 102 Appendix I, FRS 102.13.1]

  1. held for sale in the ordinary course of business; or
  2. in the process of production for such sale; or
  3. in the form of materials or supplies to be consumed in the production process or in the rendering of services.

See Chapter 11 at 3.2 which addresses scope issues relevant to classification of inventories such as:

  • classification of core inventories as property, plant and equipment or inventories;
  • classification of broadcast rights as intangible assets or inventory;
  • spare parts and servicing equipment (see below); and
  • real estate inventory held for short term sale.

Inventories also include ‘inventories held for distribution at no or nominal consideration’, which could include items distributed to beneficiaries by public benefit entities (such as charities) and some advertising and promotional material (such as brochures not despatched). [FRS 102.13.4A, 18.8C(d), Appendix III.36]. See Chapter 11 at 3.3.11.

Inventories also include agricultural produce harvested from biological assets (e.g. grapes, milk or felled trees – see Chapter 11 at 3.3.12 and Chapter 31 at 2.3) and work in progress arising under construction contracts, including directly related service contracts (see 5.1.13.B below). [FRS 102.13.2]. Service providers may also have inventories, effectively their work in progress (see Chapter 11 at 3.3.10).

Spare parts and servicing equipment are carried as inventory and recognised in profit or loss as consumed unless they meet the definition of property, plant and equipment. [FRS 102.17.5].

Sometimes, assets not categorised as inventories are later transferred to inventories. An example is a property previously held as an investment property, which is transferred to inventory because it is reclassified as property under development with a view to sale. While FRS 102 is not as explicit as IFRSs, properties under development with a view to sale would fall within its definition of inventories. [FRS 102.16.9, 16.10(e)(iv), IAS 40.57(b)]. Another example is where a car rental company acquires vehicles with the intention of holding them as rental cars for a limited period and then selling them. Chapter 15 at 3.7.1 addresses the accounting for such transfer, based on the requirements of IFRS, i.e. they are transferred to inventories at their carrying amount when they cease to be rented and become held for sale. The subsequent sale of such assets is presented gross (i.e. revenue and cost of sales). [IAS 16.68A].

5.1.9 Provisions

A provision is defined as a liability of uncertain timing or amount. [FRS 102 Appendix I]. See Chapter 19 at 3.

Provisions that are current and non-current will need to be reported as separate classifications in adapted formats (unlike for balance sheet statutory formats, where there is a single line item for provisions for liabilities).

5.1.10 Current tax

Current tax assets and current tax liabilities must be shown as separate line items on the face of the statement of financial position, classified as appropriate as current and / or non-current.

FRS 102 includes rules on offset of current tax assets and liabilities (see Chapter 26 at 10.1.1). [FRS 102.29.24].

FRS 102 defines current tax as the amount of income tax payable (refundable) in respect of the taxable profit (tax loss) for the current period or past reporting periods. [FRS 102.29.2, FRS 102 Appendix I]. See Chapter 26 at 3 for discussion of what is ‘income tax’ under FRS 102, which is relevant to classification.

5.1.11 Deferred tax

Deferred tax assets and liabilities must be shown as separate line items on the face of the statement of financial position, but classified as non-current. [FRS 102.4.2A].

FRS 102 includes rules on offset of deferred tax assets and liabilities (see Chapter 26 at 10.1.1). [FRS 102.29.24A].

Section 29 – Income Tax – requires deferred tax liabilities to be presented within provisions for liabilities and deferred tax assets to be presented within debtors unless an entity has chosen to adopt the adapted formats in which case they are required to be disclosed separately and classified as non-current. [FRS 102.29.23].

Certain of the statutory disclosures in the Regulations (and LLP Regulations) may cause particular complexity because under the statutory formats, deferred tax is included as a line item within provisions. In particular, UK companies preparing Companies Act accounts must state the provision for deferred tax separately from any other tax provisions and reconcile movements in deferred tax (as it is a line item under provisions). [1 Sch 59-60, 1 Sch 57-58 (LLP)]. See 5.3.11 and 5.3.13.B below. In our view, this disclosure is also likely required where adapted formats are used, even though deferred tax is not shown as a provision in the balance sheet.

5.1.12 Equity

Equity attributable to the owners of the parent, and to non-controlling interest (see 4.5 above) must be presented as separate line items within equity.

Where adapted formats are used, separate sub-classifications for classes of equity such as: share capital, share premium, retained earnings, revaluation reserve, fair value reserve and other reserves are required, either on the face of the statement of financial position or in the notes. [FRS 102.4.2B(g)]. This list mirrors the classes of equity that are required to be shown on the face of the balance sheet (or in respect of the fair value reserve, may be presented in the notes) where the statutory formats are applied. See 5.3.12 below for further explanation of these reserves.

The amount of the revaluation reserve must be shown in the balance sheet under a separate sub-heading in the position given for the item ‘revaluation reserve’ under ‘Capital and reserves’ of the statutory balance sheet formats. [1 Sch 35(2)]. The adapted formats do not include the same headings as set out in the format 1 or format 2 balance sheets in the statutory formats (see 5.2 below). However, in our view, this requirement means that the revaluation reserve should be presented on the face of the statement of financial position (in order to give equivalent information to the statutory formats). Indeed, for the same reason, we would encourage entities to present on the face of the statement of financial position the classes of equity that would be so required, if statutory formats were used.

FRS 102's requirement to present a statement of changes in equity and the disclosures in the Regulations and LLP Regulations relating to reserves are discussed at 7 below.

5.1.13 Other application issues

5.1.13.A Lease premiums

Under IAS 17 – Leases, premiums relating to an operating lease over land and / or buildings are classified as a prepayment (albeit there may be a non-current element). Such payments would not be classified as property, plant and equipment under IFRSs. The definitions of property, plant and equipment in FRS 102 (and IFRSs) are similar and, consequently, in our view, it would be appropriate to report an upfront operating lease premium as a prepayment under FRS 102, classified as appropriate as current or non-current.

5.1.13.B Construction contracts

The percentage of completion method is applied to construction contracts and revenue from rendering services. [FRS 102.23.21]. See Chapter 20 at 3.11 for further discussion of construction contracts.

FRS 102 requires that, for construction contracts, an entity shall present the gross amount due from customers for contract work as an asset, and the gross amount due to customers for contract work as a liability. [FRS 102.23.32]. The Triennial review 2017 added additional guidance on how these two amounts are determined. [FRS 102.23.33-34]. See Chapter 20 at 3.11.

While FRS 102 implies that a single contract asset (being the aggregate of contracts in an asset position) and / or a single contract liability (being the aggregate of contracts in a liability position) should be presented (rather than disaggregated across several lines), there is no requirement to present these on the face of the statement of financial position. This is left to the judgement of the reporting entity, but FRS 102 requires additional line items, headings and subtotals when relevant to an understanding of the entity's financial position. [FRS 102.4.3].

Where adapted formats are used, certain sub-classifications of trade and other receivables and trade and other payables must be presented, either on the face of the statement of financial position or in the notes (see 5.1.6 above). This requirement would also apply to contract assets and contract liabilities presented within these line items on the face of the statement of financial position. Contract assets and liabilities are akin to accrued income not billed and deferred income, but should be presented separately. [FRS 102.23.32]. Where material prepayments, inventory or advance payment creditors have been included in the contract balances (see discussion below), we consider that it may be appropriate to distinguish these amounts. In addition, it would be appropriate to show separately contract balances with related parties and others.

Where it is probable that the total contract costs will exceed total contract revenue, FRS 102 requires immediate recognition of the expected loss and a corresponding provision for an onerous contract (and cross refers to Section 21 – Provisions and Contingencies). [FRS 102.23.26]. Whilst this could imply that the provision element of the overall contract liability is to be presented within provisions, we consider it more likely that the standard is intending a single contract asset and liability to be presented (as was required previously by IAS 11 – Construction Contracts, the IFRS on which this part of Section 23 is derived). However, we would expect that full disclosures for provisions in accordance with Section 21 (and the statutory requirements for a UK company (or LLP) included in the Regulations (or LLP Regulations)) are provided, regardless of the presentation adopted.

Where the stage of completion is determined by reference to contract costs incurred for work performed to date as a proportion of estimated total costs, costs relating to future activity, such as for materials or prepayments, are excluded. [FRS 102.23.22(a)]. Such costs are, however, recognised as an asset, where it is probable that the costs will be recovered. [FRS 102.23.23]. FRS 102 does not address the classification of such assets, e.g. whether part of the contract asset or liability, or as separate inventory or prepayments (but IAS 11, from which this part of Section 23 is derived, comments that such costs are often classified as contract work in progress). [IAS 11.27].

FRS 102 requires that the contract asset or liability is determined after deducting progress billings. [FRS 102.23.33, 23.34]. FRS 102 does not address the presentation of advances but in the Illustrative Examples to IAS 11, from which this part of Section 23 is derived, advances are not included in the determination of the contract asset or liability but are shown separately.

Progress billings not yet received (including any contract retentions) would be included in trade receivables.

5.1.13.C Assets and disposal groups held for sale

FRS 102 does not include a concept of assets and disposal groups held for sale, comparable to that in IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations.

FRS 102, therefore, does not require an entity to present a non-current asset classified as held for sale or the assets of a disposal group held for sale separately from other assets in the statement of financial position, nor the liabilities of a disposal group held for sale separately from other liabilities in the statement of financial position. [IFRS 5.38, IAS 1.54].

This does not preclude entities presenting additional analysis in the notes to the financial statements but it would be odd to show a classification that simply does not exist in FRS 102. See also the disclosures at 5.5 below.

5.1.13.D Post-employment benefit assets and liabilities

FRS 102, like IFRSs does not specify where in the statement of financial position a net asset or net liability in respect of a defined benefit plan should be presented, nor whether such balances should be shown separately on the face of the statement of financial position or only in the notes. This is left to the judgement of the reporting entity, but FRS 102 requires additional line items, headings and subtotals when relevant to an understanding of the entity's financial position. [FRS 102.4.3]. Classification of post-employment benefit assets and liabilities as current or non-current is discussed at 5.1.1.D and 5.1.2.E above.

Employers with more than one plan may find that some are in surplus while others are in deficit. The general rules in FRS 102 prohibit offsetting of such balances. [FRS 102.2.52]. Deferred tax is presented separately from defined benefit pensions balances.

See 5.3.13.D below for discussion of disclosures also relevant to a UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts).

5.1.13.E Compound instruments

FRS 102 requires that an entity issuing a convertible or compound instrument must allocate the proceeds between the liability component and the equity component. [FRS 102.22.13]. This classification is permitted by the Regulations (and LLP Regulations) which require that, in determining how amounts are presented within items in the balance sheet, the directors of the company (or the members of the LLP) must have regard to the substance of the reported transaction or arrangement, in accordance with generally accepted accounting principles or practice (see 4.4 above). [1 Sch 9, 1 Sch 9 (LLP)].

Appendix 2 of Technical Release 02/17BL: Guidance on Realised and Distributable Profits under the Companies Act 2006 (‘TECH 02/17BL’) includes numerical illustrations of the treatment of compound instruments.

5.1.13.F Government grants

FRS 102 sets out two models for recognising government grants – the accrual model and the performance model (see Chapter 21).

Where the performance model is used, FRS 102 states that grants received before the revenue recognition criteria are satisfied are recognised as a liability. [FRS 102.24.5B(c)].

Where the accrual model is used, FRS 102 requires that government grants related to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset. [FRS 102.24.5F-G]. FRS 102 does not address the presentation where a grant has been received but does not meet the recognition criteria (in paragraph 24.3A), but it would be logical to present this as a liability rather than deferred income (consistent with the requirement for the performance model).

While FRS 102 does not require government grants to be presented separately on the face of the statement of financial position, the standard specifically requires disclosure of the nature and amounts of grants recognised in the financial statements. [FRS 102.24.6(b)].

5.1.14 Illustrative statement of financial position (adapted formats)

Example 6.3 illustrates a statement of financial position using the adapted formats. This includes some additional line items to those listed in Figure 6.3 at 5.1 above. Situations when additional line items may be or are required to be presented are explained at 5.1 above.

5.2 Statutory formats – format 1 Balance Sheet

Section B of Part 1 of Schedule 1 to the Regulations (and Section B of Part 1 of Schedule 1 to the LLP Regulations) provide a choice of two statutory formats for the balance sheet. Format 1 is a vertical format and is adopted by virtually all UK companies and LLPs. Format 2 presents assets separately from capital, reserves and liabilities and is rarely used.

This chapter discusses only the format 1 balance sheets applicable to companies (other than banking or insurance companies) and LLPs. The formats in Schedule 3 applicable to insurance companies and groups are discussed in Chapter 33 at 8. This publication does not discuss the formats in Schedule 2 applicable to banking companies and groups. See 4.1 and 4.2 above for discussion as to which formats apply to which types of entity.

Each of the headings and sub-headings denoted with a capital letter or Roman numeral, as set out in Figure 6.4 below, must be presented on the face of the format 1 balance sheet for the individual accounts in the order and under the headings and sub-headings given. The format 1 balance sheet includes sub-headings, denoted with an Arabic number, which though shown in Figure 6.4, can be (and often are in practice) presented in the notes to the accounts. The General Rules to the formats (see 4.4 above) explain further the presentation of line items with an Arabic number. The individual line items in the format 1 balance sheet are discussed respectively at 5.3 below.

A Called up share capital not paid*
B Fixed assets
I Intangible assets
1 Development costs
2 Concessions, patents, licences, trade marks and similar rights and assets
3 Goodwill
4 Payments on account
II Tangible assets
1 Land and buildings
2 Plant and machinery
3 Fixtures, fittings, tools and equipment
4 Payments on account and assets in course of construction
III Investments
1 Shares in group undertakings
2 Loans to group undertakings
3 Participating interests**
4 Loans to undertakings in which the company has a participating interest
5 Other investments other than loans
6 Other loans
7 Own shares#
C Current assets
I Stocks
1 Raw materials and consumables
2 Work in progress
3 Finished goods and goods for resale
4 Payments on account
II Debtors
1 Trade debtors
2 Amounts owed by group undertakings
3 Amounts owed by undertakings in which the company has a participating interest
4 Other debtors
5 Called up share capital not paid*
6 Prepayments and accrued income*
III Investments
1 Shares in group undertakings
2 Own shares
3 Other investments
IV Cash at bank and in hand
D Prepayments and accrued income*
E Creditors: amounts falling due within one year
1 Debenture loans
2 Bank loans and overdrafts
3 Payments received on account
4 Trade creditors
5 Bills of exchange payable
6 Amounts owed by group undertakings
7 Amounts owed to undertakings in which the company has a participating interest
8 Other creditors including taxation and social security
9 Accruals and deferred income*
F Net current assets (liabilities)
G Total assets less current liabilities
H Creditors: amounts falling due after more than one year
1 Debenture loans
2 Bank loans and overdrafts
3 Payments received on account
4 Trade creditors
5 Bills of exchange payable
6 Amounts owed by group undertakings
7 Amounts owed to undertakings in which the company has a participating interest
8 Other creditors including taxation and social security
9 Accruals and deferred income*
I Provisions for liabilities
1 Pensions and similar obligations
2 Taxation, including deferred taxation
3 Other provisions
J Accruals and deferred income*
K Capital and reserves**
I Called up share capital
II Share premium account
III Revaluation reserve
IV Other reserves
1 Capital redemption reserve
2 Reserve for own shares
3 Reserves provided for by the articles of association
4 Other reserves, including the fair value reserve
V Profit and loss account

* The notes to format 1 provide alternative positions for prepayments and accrued income, and accruals and deferred income, as sub-headings at C-II.6 (for prepayments and accrued income) and at E.9 and H.9 (for accruals and deferred income). Called up share capital not paid may also be shown at C-II.5.

** Modifications required in group accounts (see discussion above Figure 6.4)

# This presentation would not be consistent with FRS 102 which would show own shares as a deduction from equity. [FRS 102.22.16]

Figure 6.4 Format 1 individual balance sheet (UK company other than a banking company or insurance company)

The line items in the formats need to be read together with the notes to the formats in Part 1 of Section B of Schedule 1 to the Regulations and Part 1 of Section B of Schedule 1 to the LLP Regulations. [1 Sch 1, 1 Sch 1 (LLP)].

The modifications required to format 1 in a UK company's group accounts are:

  • the identification of non-controlling interests (see 4.5 above); and
  • the sub-heading ‘Participating interests’ (item B III.3 in format 1) is replaced by ‘Interests in associated undertakings’ and ‘Other participating interests’ (see 5.3.4.D and 5.3.4.E below). [6 Sch 17, 6 Sch 20].

The General Rules to the formats (see 4.4 above) must be complied with.

See 5.2.1 below for modification of the format 1 balance sheet for LLPs.

An entity is required to present additional line items, headings and subtotals in the statement of financial position when such presentation is relevant to an understanding of the entity's financial position. [FRS 102.4.3]. Judgement is needed in determining whether additional items should be presented, where material and relevant (see discussion, including relevant IAS 1 guidance at 5.1 above). Any amendments would need to comply with the General Rules to the formats (see 4.4 above).

FRS 102, like IFRSs, has accounting requirements for various items that do not have separate line items in format 1, but which would be presented separately on the face of the statement of financial position under IAS 1. Such items include investment property, financial assets, biological assets, cash and cash equivalents and deferred tax. FRS 102 generally requires separate disclosures of the amounts of these items in the notes to the financial statements (and sometimes requires reconciliations of the movements in the balances of such items). As noted above, FRS 102 requires additional line items to be presented on the face of the statement of financial position where relevant to an understanding of the entity's financial position. So, for example, a property company may distinguish its investment property from other tangible fixed assets. The presentation of additional line items might require use of boxes and subtotals in order to comply with the balance sheet statutory formats.

5.2.1 Modifications of format 1 balance sheet for LLPs

The main headings in the format 1 balance sheet in the LLP Regulations differ to those in Figure 6.4 at 5.2 above in the following respects:

  • A – Called up share capital is omitted so the main headings are A – Fixed Assets to I – Accruals and deferred income.
  • There is an additional item J – Loans and other debts due to members. The following amounts must be shown separately under this item – the aggregate amount of money advanced to the LLP by the members by way of loan, the aggregate amount of money owed to members by the LLP in respect of profits, and any other amounts.
  • In addition, K – Capital and reserves is replaced with K – Members' other interests (with sub-headings K.I – Members' capital, K.II – Revaluation reserve and K.III – Other reserves, including the fair value reserve).

The subheadings in format 1 for LLPs are generally similar to format 1 for companies (apart from referring to LLPs and differences related to above).

As explained at 5.2 above, the format 1 balance sheet includes sub-headings denoted with an Arabic number, which though shown in Figure 6.5, can be (and often are in practice) presented in the notes to the accounts.

A Fixed assets
I Intangible assets
1 Development costs
2 Concessions, patents, licences, trade marks and similar rights and assets
3 Goodwill
4 Payments on account
II Tangible assets
1 Land and buildings
2 Plant and machinery
3 Fixtures, fittings, tools and equipment
4 Payments on account and assets in course of construction
III Investments
1 Shares in group undertakings
2 Loans to group undertakings
3 Participating interests**
4 Loans to undertakings in which the LLP has a participating interest
5 Other investments other than loans
6 Other loans
B Current assets
I Stocks
1 Raw materials and consumables
2 Work in progress
3 Finished goods and goods for resale
4 Payments on account
II Debtors
1 Trade debtors
2 Amounts owed by group undertakings
3 Amounts owed by undertakings in which the LLP has a participating interest
4 Other debtors
5 Prepayments and accrued income*
III Investments
1 Shares in group undertakings
2 Other investments
IV Cash at bank and in hand
C Prepayments and accrued income*
D Creditors: amounts falling due within one year
1 Debenture loans
2 Bank loans and overdrafts
3 Payments received on account
4 Trade creditors
5 Bills of exchange payable
6 Amounts owed by group undertakings
7 Amounts owed to undertakings in which the LLP has a participating interest
8 Other creditors including taxation and social security
9 Accruals and deferred income*
E Net current assets (liabilities)
F Total assets less current liabilities
G Creditors: amounts falling due after more than one year
1 Debenture loans
2 Bank loans and overdrafts
3 Payments received on account
4 Trade creditors
5 Bills of exchange payable
6 Amounts owed by group undertakings
7 Amounts owed to undertakings in which the LLP has a participating interest
8 Other creditors including taxation and social security
9 Accruals and deferred income*
H Provisions for liabilities
1 Pensions and similar obligations
2 Taxation, including deferred taxation
3 Other provisions
I Accruals and deferred income*
SORP Net assets attributable to members:
Represented by:#
J Loans and other debts to members
K Members' other interests**
I Members' capital
II Revaluation reserve
III Other reserves, including the fair value reserve

* The notes to format 1 provide alternative positions for prepayments and accrued income, and accruals and deferred income, as sub-headings at B-II.5 (for prepayments and accrued income) and at D.9 and G.9 (for accruals and deferred income).

** Modifications required in group accounts (see discussion below).

# The LLP SORP requires a total for net assets attributable to members, and total members' interests (as a memorandum item) to be disclosed on the face of the statement of financial position. See Figure 6.6 below.

Figure 6.5 Format 1 individual balance sheet (for an LLP)

The modifications required to format 1 in group accounts are:

  • the identification of non-controlling interests (see 4.5 above);and
  • the sub-heading ‘Participating interests’ (item A.III.3 in format 1) is replaced by ‘Interests in associated undertakings’ and ‘Other participating interests’ (see 5.3.4.D and 5.3.4.E below). [3 Sch 17 (LLP), 3 Sch 20 (LLP)].

The LLP SORP provides further guidance on members' interests and application of the statutory formats for LLPs. The LLP SORP requires that the face of the statement of financial position shows a total for net assets attributable to members. In addition, total members' interests (being the total of ‘loans and other debts due to members’ and ‘members’ other interests', i.e. the amounts in items J and K in the statutory formats, less any ‘amounts due from members’ in debtors) should be disclosed as a memorandum item on the face of the statement of financial position. [LLP SORP.58].

The SORP provides illustrative examples of LLP balance sheets (using statutory formats) for different situations (depending on whether the partnership interests are classified as equity or a liability or part equity / part liability). [LLP SORP.58, Appendix I, Appendix 2]. In these illustrative examples, a subtotal labelled ‘Net assets attributable to members’ is drawn in the formats before items J and K and items J and K are then presented below this subtotal, as shown in Figure 6.6 below (the capital letters for the line items are not required to be shown but are presented for convenience below). As discussed at 5.1 above, we expect that this presentation will also be required where adapted formats are used.

£'000
……………
Net assets attributable to members x
Represented by: £'000
J Loans and other debts due to members within one year
Members' capital classified as liability x
Other amounts x
x
K Members' other interests
Members' capital classified as equity x
Members' other interests – other reserves classified as equity x
x
x
Total members' interests
Amounts due from members (x)
Loans and other debts due to members x
Members' other interests x
x
Based on the example in Exhibit B of Appendix 1 of the LLP SORP for an LLP (with some equity)

Figure 6.6 Presentation of LLP balance sheet (following SORP)

LLPs with no equity, e.g. because of the classification of the partnership interests in the LLP, will not have items to report for ‘members’ other interests' in the balance sheet.

Detailed guidance on issues specific to LLPs is outside the scope of this chapter.

5.2.2 Fixed assets and current assets

The balance sheet statutory formats set out in the Regulations and LLP Regulations distinguish between fixed assets and current assets, defining ‘fixed assets’ with ‘current assets’ as the residual.

‘Fixed assets’ are assets of a company (or an LLP) which are intended for use on a continuing basis in the company's (or the LLP's) activities, and ‘current assets’ are assets not intended for such use. FRS 102 broadens the definitions to refer to ‘an entity’. [10 Sch 4, 4 Sch 3 (LLP), FRS 102 Appendix I].

Current assets include debtors, even if due after more than one year. In instances where the amount of debtors due after more than one year is so material in the context of the total net current assets that in the absence of disclosure of the debtors due after more than one year on the face of the statement of financial position readers may misinterpret the financial statements, the amount should be disclosed on the face of the statement of financial position within current assets. In most cases, it will be satisfactory to disclose the amount due after more than one year in the notes to the financial statements. [FRS 102.4.4A]. This requirement does not apply where an entity uses the adapted formats. Since LLP law now permits the use of adapted formats, this dispensation extends to LLPs.

Note (5) on the balance sheet formats in Section B of Part 1 of Schedule 1 to the Regulations (and the equivalent requirement for LLPs)6 state that the amount falling due after more than one year must be shown separately for each item included under debtors.

A UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts) must disclose the following in the notes to the accounts, for each category of fixed assets shown in the balance sheet (or would be so shown, if Arabic-numbered line items were not combined as permitted by paragraph 4(2)(b) of the General Rules to the formats – see 4.4 above): [1 Sch 51, 1 Sch 49 (LLP)]

  • the gross cost (based on the historical cost – see 10.1 below) or valuation (using the alternative accounting rules – see 10.2 below) at the beginning and end of the financial year;
  • the effects on the amounts shown for gross cost / valuation of:
    • any revaluations of any assets made during the financial year;
    • acquisitions of any assets during the financial year;
    • disposals of any assets during the financial year; and
    • any transfers of assets (to and from that category) during the financial year;
  • the cumulative amount of provisions for depreciation or diminution in value at the beginning and end of the financial year;
  • the amount of any provisions for depreciation and diminution made in respect of the financial year;
  • the amount of any adjustments to such provisions arising from the disposal of any assets; and
  • the amount of any other adjustments in respect of such provisions for depreciation and diminution.

Where the Regulations (or LLP Regulations) require disclosures in respect of fixed assets or current assets, in our view, these disclosures need to be given where statutory formats or adapted formats are used. See 5.1 above for discussion on applying these requirements where adapted formats are used.

The above statutory requirements overlap with FRS 102's requirements to provide reconciliations of changes in the carrying amounts for each class of property, plant and equipment [FRS 102.17.31(e)] (see Chapter 15 at 3.9.1); each class of intangible asset [FRS 102.18.27(e)] (see Chapter 16 at 3.5.2); goodwill and negative goodwill (separately) [FRS 102.19.26, 26A] (see Chapter 17 at 4.2); investment property at fair value through profit or loss [FRS 102.16.10(e)] (see Chapter 14 at 3.6); and biological assets (separately for each class carried under the cost model and each class carried under the fair value model) [FRS 102.34.7(c), 34.10(e)] (see Chapter 31 at 2.6.3 and 2.7.2).

The Regulations (and LLP Regulations) require separate fixed asset reconciliations for cost and cumulative provision for depreciation and diminution whereas FRS 102 only requires reconciliation of the carrying amounts.

Comparatives are not required for the reconciliations required by FRS 102, the Regulations (and LLP Regulations). This is because comparatives are specifically exempted under the equivalent reconciliation requirement in FRS 102 (and the Regulations and LLP Regulations do not specify whether comparatives are required for notes disclosures). See 3.6 above.

A UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts) must also give additional disclosures in the notes to the accounts where the alternative accounting rules are applied. See 10.2.4 below.

5.2.3 Creditors: amounts falling due within one year and creditors: amounts falling due after more than one year

The Regulations (and LLP Regulations) distinguish between:

  • Creditors: amounts falling due within one year; and
  • Creditors: amounts falling due after more than one year.

These two line items are shown on the face of the balance sheet in the format 1 balance sheet. In distinguishing amounts between the two categories of creditor, the deciding factor is the earliest date of payment.

FRS 102 states that an entity shall classify a creditor as due within one year when the entity does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. For example, this would be the case if the earliest date on which the lender, exercising all available options and rights, could require repayment or (as the case may be) payment was within twelve months after the reporting date. [FRS 102.4.7]. This requirement does not apply where an entity uses the adapted formats. Since LLP law now permits the use of adapted formats, this dispensation extends to LLPs.

FRS 102's requirements are intended to be consistent with the requirements in the Regulations (and LLP Regulations) which state that a loan or advance (including a liability comprising a loan or advance) is treated as falling due for repayment, and an instalment of a loan or advance is treated as falling due for payment, on the earliest date on which the lender could require repayment or (as the case may be) payment, if he exercised all options and rights available to him. [10 Sch 9, 4 Sch 6 (LLP)]. However, without the full statutory definition, the final sentence of paragraph 4.7 of FRS 102 might appear confusing because it is not clear why a distinction between repayment and payment is being made. This sentence is intended to illustrate when an entity does not have an unconditional right to defer settlement of the creditor (which must be assessed as at the end of the reporting period). A loan is not classified as a creditor: amounts falling due within one year merely because it happens to have been repaid within twelve months of the reporting date.

IAS 1 also includes detailed guidance on the impact of refinancing liabilities that management may consider, as permitted by the hierarchy in Section 10. While IAS 1 requires classification between current and non-current liabilities (which is a different determination), one part of IAS 1's definition of a current liability is that a liability is current if the entity ‘does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period’. This is consistent with the definition of a creditor due within one year in FRS 102, the Regulations (and the LLP Regulations). [IAS 1.69(d)]. See 5.1.2.D above.

5.3 Application issues for statutory formats – format 1 balance sheet

In most cases, it will be straightforward to identify in which line items to present assets and liabilities in the format 1 balance sheet. The discussion in this section provides a commentary on each heading and subheading included in the format 1 balance sheet and on the related notes on the balance sheet formats (as included in Section B of Part 1 of Schedule 1 to the Regulations or Section B of Part 1 of Schedule 1 to the LLP Regulations). The extracts shown relate to the statutory formats (and the related notes on the balance sheet formats) included in Section B of Part 1 of Schedule 1 to the Regulations. However, except where indicated, the line items required are the same for LLPs (although often these will have different capital letter-Roman numeral-Arabic number references – see 5.2 above).

In our view, the notes on the balance sheet formats in Section B form part of the statutory formats for the balance sheet. Therefore, entities following the statutory formats in Schedule 1 to the Regulations (or Schedule 1 to the LLP Regulations) must comply with the balance sheet format adopted (including the related notes on that format in Section B). This is the case even if the entity is not a UK company or LLP subject to those statutory requirements.

Where disclosures in the Regulations (or LLP Regulations) are discussed in this section, these are not intended to be comprehensive but to highlight additional disclosures directly related to a specific line item. The disclosures required for the line items in the notes to the accounts highlighted here are also required in the notes to the accounts where adapted formats are used (unless they relate to the notes on the balance sheet formats in Section B, as referred above). The disclosures highlighted do not cover all the related disclosures in the Regulations or LLP Regulations.

5.3.1 Called up share capital not paid

This line item can be presented in the position of Called up share capital not paid (item A) on the face of the balance sheet. Alternatively, this line item can be presented either on the face of the balance sheet or in the notes to the accounts as item 5 within Current assets – Debtors (C.II) (see 5.3.6.E below).7

Called up share capital and paid up share capital are explained at 5.3.12.A below. Called up share capital not paid can arise, for example, because calls made on the shares have not been paid, or where the share capital is ‘paid up’ because the amounts are payable on a specified future date under the articles or terms of allotment or other arrangement for payment of those shares (and therefore is called up share capital), but has not yet been settled. [s547].

5.3.2 Intangible assets

Figure 6.7 shows the analysis required in respect of intangible assets (on the face of the balance sheet or in the notes to the accounts – see 4.4 above) under format 1.

B Fixed assets
I Intangible assets
1 Development costs
2 Concessions, patents, licences, trade marks and similar rights and assets
3 Goodwill
4 Payments on account

Figure 6.7 Analysis of intangible assets

Intangible assets are not defined in the Regulations (or LLP Regulations), but include the line items listed in Figure 6.7 above. Note (2) on the balance sheet formats (and the equivalent requirement for LLPs)8 state that amounts are only included in the balance sheet as concessions, patents, licences, trade marks and similar rights and assets if either the assets were acquired for valuable consideration and are not required to be shown under goodwill, or the assets in question were created by the company (or the LLP) itself.

FRS 102 financial statements must apply the more restrictive requirements of the standard (see 5.1.5 above and Chapter 16). Specific types of assets that may sometimes fall to be classified as intangible assets and sometimes as property, plant and equipment are discussed at 5.1.3.A to 5.1.3.D above. The format 1 balance sheet includes a line item for payments on account, i.e. advance payments made for intangible fixed assets.

Note (3) on the balance sheet formats (and the equivalent requirement for LLPs)9 state that amounts representing goodwill are only included to the extent that the goodwill was acquired for valuable consideration. Therefore, consistent with FRS 102, internally generated goodwill cannot be capitalised. [FRS 102.18.8C(f)].

The Regulations and LLP Regulations do not address the presentation of negative goodwill, but FRS 102's requirements on presentation of negative goodwill, which also apply to statutory formats, are addressed at 5.1.5.A above.

FRS 102, the Regulations (and the LLP Regulations) require reconciliations of movements in intangible assets (comparatives are not required). FRS 102 requires reconciliations of changes in the carrying amounts to be given for each class of intangible asset, for goodwill, and for negative goodwill. [FRS 102.18.27(e), 19.26, 19.26A]. See Chapter 16 at 3.5.2 and Chapter 17 at 4.2. See 5.2.2 above for the requirements for reconciliations of movements in fixed assets in the Regulations (and the LLP Regulations) for UK companies preparing Companies Act accounts (and LLP accounts preparing non-IAS accounts). These disclosures apply where statutory formats or adapted formats are used.

5.3.3 Tangible fixed assets

Figure 6.8 shows the analysis required (on the face of the balance sheet or in the notes to the accounts – see 4.4 above) in respect of tangible fixed assets under format 1.

B Fixed assets
II Tangible assets
1 Land and buildings
2 Plant and machinery
3 Fixtures, fittings, tools and equipment
4 Payments on account and assets in course of construction

Figure 6.8 Analysis of tangible fixed assets

The Regulations (and LLP Regulations) define fixed assets (see 5.2.2 above) but not tangible fixed assets. While FRS 102 does not define the term ‘tangible assets’, these differ from intangible assets in that they are assets ‘with physical substance’.

The distinction between fixed assets and current assets is usually clear and the statutory definition is not normally interpreted to mean that individual assets are transferred to current assets when a decision to dispose of them has been made. See 5.3.13.C below.

The format 1 balance sheet includes a line item for payments on account, i.e. advance payments made for tangible fixed assets.

Tangible fixed assets would include property, plant and equipment, as defined in FRS 102. The definition of property, plant and equipment and some classification issues are discussed at 5.1.3 above and Chapter 15 at 3.2 and 3.3. Investment property would also be classified within tangible fixed assets in the statutory formats (see 5.3.3.A below). However, in our view, it would be appropriate to report an upfront operating lease premium as a prepayment under FRS 102 (see 5.1.13.A above), classified as appropriate between debtors: amounts falling due within one year and debtors: amounts falling due after more than one year.

In practice, most UK companies relegate the sub-headings within tangible assets denoted by an Arabic number to the notes to the accounts, showing only the net book value of tangible assets on the face of the balance sheet.

A UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts) must also disclose, in the notes to the accounts, ‘land and buildings’ analysed between freehold land and leasehold land, with leasehold land analysed between land held on a long lease (meaning the unexpired term at the end of the financial year is not less than 50 years) and leasehold land held on a short lease (i.e. a lease that is not a long lease). [1 Sch 53, 10 Sch 7, 1 Sch 51 (LLP)]. This disclosure applies where adapted formats or statutory formats are used.

FRS 102, the Regulations (and the LLP Regulations) require reconciliations of movements in tangible fixed assets (comparatives are not required). FRS 102 requires reconciliations of changes in the carrying amounts to be given for each class of property, plant and equipment [FRS 102.17.31(e)] (see Chapter 15 at 3.9.1); investment property at fair value through profit or loss [FRS 102.16.10(e)] (see Chapter 14 at 3.6); and biological assets (separately for each class carried under the cost model and each class carried under the fair value model) [FRS 102.34.7(c), 34.10(e)] (see Chapter 31 at 2.6.3 and 2.7.2). See 5.2.2 above for the requirements for reconciliations of movements in fixed assets in the Regulations (and the LLP Regulations) for UK companies preparing Companies Act accounts (and LLP accounts preparing non-IAS accounts). These disclosures apply where statutory formats or adapted formats are used.

5.3.3.A Investment property

As noted at 5.3.3 above, investment property would be included within tangible fixed assets in the statutory formats. The Regulations (and LLP Regulations) do not require presentation of investment property on the face of the balance sheet but do permit items to be shown in greater detail. FRS 102 requires additional line items, headings and subtotals when relevant to an understanding of the entity's financial position (see 4.4 above). Therefore, some entities may consider it appropriate to present investment property as a separate line item on the face of the balance sheet.

Chapter 14 at 3.1 explains the definition of investment property. Some property may have mixed use (e.g. partly owner-occupied and partly held for rental) which may be required to be split into components for investment property and property, plant and equipment. See Chapter 14 at 3.1.7 and Chapter 15 at 3.3.4. In the statutory formats, both components would qualify to be presented as tangible fixed assets. Nevertheless, such a split would be relevant for measurement and for the purposes of FRS 102's disclosures.

5.3.4 Investments

Figure 6.9 shows the analysis required in respect of investments (on the face of the balance sheet or in the notes to the accounts – see 4.4 above) under format 1.

B Fixed assets
III Investments
1 Shares in group undertakings
2 Loans to group undertakings
3 Participating interests
4 Loans to undertakings in which the company has a participating interest
5 Other investments other than loans
6 Other loans
7 Own shares*

In group accounts, this line item is replaced by two items: ‘Interests in associated undertakings’ and ‘Other participating interests’

* Line item B.III.7 is not included in format 1 in the LLP Regulations. In addition, the equivalent line item to B.III.4 refers to an LLP rather than a company.

C Current assets
III Investments
1 Shares in group undertakings
2 Own shares*
3 Other investments

* Line item CIII.2 is not included in format 1 in the LLP Regulations

Figure 6.9 Analysis of investments

5.3.4.A Current assets or fixed asset investments?

The format 1 balance sheet distinguishes between fixed asset and current asset investments. It is necessary to apply the general rule that a fixed asset is one which is ‘intended for use on a continuing basis in the entity's activities’ and a current asset is one not intended for such use (see 5.2.2 above). However, this is an unhelpful distinction for investments which, by their nature, are not intended for use in an entity's activities at all, whether on a continuing basis or not.

Current asset investments may include cash equivalents, meaning: short-term, highly liquid investments that are readily convertible to cash (i.e. cash on hand and demand deposits) and that are subject to an insignificant risk of changes in value. [FRS 102 Appendix I]. Examples of current asset investments that may qualify as cash equivalents, but do not fall within the statutory heading ‘cash at bank and in hand’, include investments in money market funds. Current asset investments may also include investments that do not qualify as cash equivalents but are still of a short-term nature, and investments held for trading purposes.

Investments in shares in subsidiaries or associates or trade investments will generally be fixed asset investments. Indeed, FRS 102 states that, unless otherwise required under the Regulations, investments in associates should be classified as fixed assets. [FRS 102.14.11]. However, entities frequently make loans to subsidiaries or associates, which are often repayable on demand. Management will need to exercise judgement in determining whether such loans are debtors or are a fixed asset investment in nature. For example, loan financing provided for the long-term, with no intention of repayment in the foreseeable future, may be more of a fixed asset investment in nature, even where the balance is strictly repayable on demand.

Discussion of the different sub-headings required to be shown for investments is included below. Care must be taken not to offset amounts owed by group undertakings with amounts owed to the same group undertaking or other group undertakings where the offset criteria are not met. The same principle applies to balances with undertakings in which the entity has a participating interest. Offset is required when, and only when, the entity has both a currently legally enforceable right to set off the balances and an intention either to settle on a net basis, or to realise the asset and settle the liability simultaneously. [FRS 102.11.38A, 12.25B].

A UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts) must disclose the following in the notes to the accounts:

  • the amount of listed investments included in each line item under current asset or fixed asset investments shown in the balance sheet (or would be so shown, if Arabic-numbered line items were not combined as permitted by paragraph 4(2)(b) of the General Rules to the formats – see 4.4 above);
  • the aggregate market value of the listed investments, where this differs from their carrying amount in the financial statements; and
  • both the market value and the stock exchange value of any investments (where the market value is higher than the stock exchange value).

A listed investment is an investment which has been granted a listing on a recognised investment exchange other than an overseas investment exchange (both as defined in Part 18 of the Financial Services and Markets Act 2000) or a stock exchange of repute outside the UK. [1 Sch 54, 10 Sch 8, 1 Sch 52 (LLP), 4 Sch 5 (LLP)]. A list of recognised investment exchanges (and recognised overseas investment exchanges) is available on the Financial Conduct Authority website. AIM is not a recognised investment exchange. This disclosure applies where adapted formats or statutory formats are used.

See 5.2.2 above for the requirements for reconciliations of movements in fixed assets in the Regulations (and the LLP Regulations) for UK companies preparing Companies Act accounts (and LLP accounts preparing non-IAS accounts). In this case, the general rules on comparatives in FRS 102 would appear to apply (see 3.6 above), and comparatives are required for the reconciliation. This is because FRS 102 has no comparable disclosure requirement to reconcile movements in investments (and, therefore, does not provide an exemption from comparatives as in the case of other reconciliations included in FRS 102). These disclosures apply where statutory formats or adapted formats are used.

5.3.4.B Group undertakings, participating interests and associated undertakings

FRS 102 does not require investments in associates and jointly controlled entities to be presented on the face of the statement of financial position in either the individual or consolidated financial statements, where the statutory formats are used.

Disclosure of the carrying amount of investments in associates is required and, separately, the carrying amount of investments in jointly controlled entities. [FRS 102.14.12(b), 15.19(b)]. This could be presented in the notes to the financial statements, although the standard requires additional line items, headings and subtotals when relevant to an understanding of the entity's financial position. [FRS 102.4.3].

The line items in format 1 in the Regulations (and LLP Regulations) refer to group undertakings, participating interests and associated undertakings. These terms are explained at 5.3.4.C to 5.3.4.E below.

All UK companies (and LLPs) must also comply with the extensive requirements of regulation 7 and Schedule 4 to the Regulations (and the equivalent requirements for LLPs)10 in relation to information about related undertakings. This information must be presented in full in the company's (or the LLP's) accounts. These requirements apply both to Companies Act accounts (non-IAS accounts, for an LLP) and IAS accounts.

5.3.4.C Group undertakings

A ‘group undertaking’ means a parent undertaking or subsidiary undertaking of the reporting entity, or a subsidiary undertaking of any parent undertaking (i.e. a fellow subsidiary undertaking) of the reporting entity. [s1161(5), s1161(5) (LLP)]. Parent and subsidiary undertakings are defined in section 1162 of the CA 2006. [s1162, s1162 (LLP)]. See Chapter 3 at 3.1.2 and Chapter 8 at 3.2.

FRS 102 defines a subsidiary as an entity that is controlled by the parent. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The standard goes on to explain in what circumstances control exists or can exist. [FRS 102.9.4-6A]. These circumstances are similar but not identical to those included in the definition of a subsidiary undertaking under section 1162.

Although there are slight differences in wording emphasis between the definition of a subsidiary undertaking in section 1162 and the requirements of Section 9 – Consolidated and Separate Financial Statements, we would expect to see few conflicts arising in practice between Section 9 and the CA 2006 (see Chapter 8 at 3.2).

5.3.4.D Participating interest

A ‘participating interest’ means an interest held by, or on behalf of, an undertaking (or in group accounts, by, or on behalf of, the parent and its consolidated subsidiary undertakings) in the shares of another undertaking which it holds on a long-term basis for the purpose of securing a contribution to its activities (or in group accounts, the consolidated group's activities) by the exercise of control or influence arising from or related to that interest.

A holding of 20% or more of the shares of the undertaking is presumed to be a participating interest unless the contrary is shown. An interest in shares of another undertaking includes an interest which is convertible into an interest in shares and an option to acquire shares or any such interest, even if the shares are unissued until the conversion or exercise of the option.

In the context of the statutory formats, ‘participating interest’ does not include an interest in a group undertaking (see 5.3.4.C above). [10 Sch 11, 4 Sch 8 (LLP)].

5.3.4.E Associated undertaking

An ‘associated undertaking’ is an undertaking in which an undertaking included in the consolidation:

  • has a participating interest (as defined at 5.3.4.D above) and over whose operating and financial policy it exercises a significant influence; and
  • which is not a subsidiary undertaking of the parent company or a joint venture dealt with in accordance with paragraph 18 of Schedule 6 to the Regulations (or the equivalent requirement for LLPs).11 The proportional consolidation permitted by this paragraph is not consistent with the requirements of FRS 102. [FRS 102.15.9A-B].

An undertaking holding 20% or more of the voting rights in another undertaking is presumed to exercise a significant influence over it unless the contrary is shown. Voting rights mean the rights conferred on shareholders in respect of their shares (or where the undertaking does not have a share capital, on members) to vote at general meetings of the undertaking on all, or substantially all matters. Paragraphs 5 to 11 of Schedule 7 to the CA 2006 apply in determining whether 20% or more of the voting rights are held. [6 Sch 19, 3 Sch 19 (LLP)].

The term ‘associated undertaking’ in the Regulations (and LLP Regulations) will generally include both an associate (see Chapter 12 at 3.2 and 5.1) and a jointly controlled entity (see Chapter 13 at 3.3 and 4.1), as defined under FRS 102. [FRS 102.14.2-3, 15.8, Appendix I]. However, FRS 102's definition of an associate does not require the existence of a participating interest so it is theoretically possible that an associate under the standard may not be an associated undertaking under the Regulations (or LLP Regulations).

5.3.4.F Own shares

While ‘own shares’ have a sub-heading under investments in the balance sheet formats, FRS 102 requires investments in own shares to be treated as treasury shares and deducted from equity. [FRS 102.22.16]. Consequently, this line item will not be used under FRS 102. The format 1 balance sheet has an alternative position ‘reserve for own shares’ within the capital and reserves section which will be used under FRS 102 (see 5.3.12.G below).

5.3.5 Stocks

Figure 6.10 shows the analysis required in respect of stocks (on the face of the balance sheet or in the notes to the accounts – see 4.4 above) under format 1.

C Current assets
I Stocks
1 Raw materials and consumables
2 Work in progress
3 Finished goods and goods for resale
4 Payments on account

Figure 6.10 Analysis of stocks

The items reported under stocks in the balance sheet formats will generally correspond with inventories under FRS 102, which are assets: [FRS 102.13.1, FRS 102 Appendix I]

  • held for sale in the ordinary course of business; or
  • in the process of production for such sale; or
  • in the form of materials or supplies to be consumed in the production process or in the rendering of services.

See also 5.1.8 above and Chapter 11 at 3.2, which discuss certain classification issues in respect of inventories (including transfers to inventories from other categories of assets), which are also relevant to classification under format 1.

Note (8) on the balance sheet formats (and the equivalent requirement for LLPs)12 state that payments on account of orders must be shown within creditors in so far as they are not shown as deductions from stocks. We would not expect payments on account to be deducted from stock (or inventory) as this would not meet the offset requirements of FRS 102, and therefore all payments on account must be shown within creditors.

The presentation of construction contracts (which is not specifically addressed in the Regulations (or LLP Regulations)) is discussed at 5.3.13.A below.

5.3.6 Debtors (including prepayments and accrued income)

Figure 6.11 shows the analysis required in respect of debtors (on the face of the balance sheet or in the notes to the accounts – see 4.4 above) under format 1.

C Current assets
II Debtors
1 Trade debtors
2 Amounts owed by group undertakings
3 Amounts owed by undertakings in which the company has a participating interest**
4 Other debtors
5 Called up share capital not paid*
6 Prepayments and accrued income*

* Format 1 provides alternative positions for called up share capital not paid at heading A and prepayments and accrued income at heading D. In format 1 in the LLP Regulations, called up share capital is omitted and the alternative position for prepayments and accrued income is at heading C (i.e. the same as heading D in the company balance sheet formats).

** In format 1 in the LLP Regulations, amounts owed by undertakings in which the LLP has a participating interest.

Figure 6.11 Analysis of debtors

While all debtors are reported within current assets, debtors include amounts falling due within and amounts falling due after more than one year.

As discussed at 5.2.2 above, where the amount of debtors due after more than one year is so material in the context of total net current assets that in the absence of disclosure of the debtors due after more than one year on the face of the statement of financial position the financial statements may be misinterpreted, the amount should be disclosed on the face of the statement of financial position within current assets. In most cases, it will be satisfactory to disclose the amount due after more than one year in the notes to the financial statements. [FRS 102.4.4A].

Note (5) on the balance sheet formats (and the equivalent requirement for LLPs)13 state that the amount falling due after more than one year must be shown separately for each item included under debtors.

5.3.6.A Trade debtors

Trade debtors are generally amounts receivable from customers, e.g. relating to amounts invoiced to customers, as well as debit balances owed by suppliers. The amounts in trade debtors are stated net of any bad debt provisions or write offs, and the effects of credit notes and other rebates.

Care must be taken not to offset any debit balances in trade debtors with trade creditors (and vice versa) where the offset criteria are not met.

The separate line items for ‘amounts owed by group undertakings’ and ‘amounts owed by undertakings in which the company / LLP has a participating interest’ will include trade debtors due from group undertakings and participating interests respectively (see 5.3.6.C below).

5.3.6.B Construction contracts

The Regulations (and LLP Regulations) do not specifically address the presentation of construction contracts. Contract assets may include amounts receivable under contracts that have not yet been invoiced (and, therefore, are not recorded in trade debtors). See 5.3.13.A below.

5.3.6.C Amounts owed by group undertakings, and by undertakings in which the company has a participating interest

The line items ‘amounts owed by group undertakings’ and ‘amounts owed by undertakings in which the company has a participating interest’ include all amounts owed by such undertakings e.g. loans regarded as current assets, dividends and interest receivable, trading items such as current accounts and balances with group treasury companies. The meanings of ‘group undertaking’ and ‘participating interest’ are discussed at 5.3.4.C and 5.3.4.D above.

As noted at 5.3.4.A above, management must exercise judgement in determining whether amounts owed by group undertakings or undertakings in which the entity has a participating interest are debtors or fixed asset investments. Again, care must be taken not to offset debtors and creditors where the offset criteria in FRS 102 are not met.

5.3.6.D Other debtors

This will cover debtors other than those identified in other line items, e.g. amounts receivable from a sale of property, plant and equipment.

5.3.6.E Called up share capital not paid

The format 1 balance sheet permits called up share capital not paid to alternatively be shown in the position of line item A, i.e. on the face of the balance sheet (see 5.3.1 above).

5.3.6.F Prepayments and accrued income

Prepayments and accrued income can alternatively be shown on the face of the balance sheet (line item D).14

Prepayments and accrued income are not defined in FRS 102 or the Regulations (or LLP Regulations. Prepayments arise where payments are made in advance of receiving goods or services and must meet the definition and recognition criteria of an asset, including recoverability, in FRS 102 (see Chapter 4 at 3.3.1).

FRS 102 prohibits the recognition as an intangible asset of expenditure such as: internally developed brands, logos, publishing titles, customer lists and items similar in substance; start-up activities; training activities; advertising and promotional activities (except for inventories held for distribution at no or nominal consideration – see Chapter 11 at 3.3.11); relocation and reorganisation costs; and internally generated goodwill. However, the standard does not preclude recognition of a prepayment where payment for goods or services is made in advance of the delivery of the goods or rendering of the services. [FRS 102.18.8C-D].

As noted at 5.3.3 above, in our view, it would be appropriate to report an upfront operating lease premium as a prepayment under FRS 102, classified as appropriate between debtors: amounts falling due within one year and debtors: amounts falling due after more than one year.

While the format 1 balance sheet combines prepayments and accrued income into one line item, these two items can have separate characteristics. The Conduct Committee has challenged the aggregation of prepayments and accrued income as the assets differ in nature and liquidity, noting that this is particularly relevant to companies with long-term contracts where revenue recognition is a critical judgement. See the Technical Findings of the Conduct Committee's Financial Reporting Review Panel 2015-2016, available on the FRC website. As noted at 4.4 above, the balance sheet formats allow any item to be shown in greater detail and FRS 102 requires additional line items, headings and subtotals when relevant to an understanding of the entity's financial position.

5.3.7 Cash at bank and in hand

The Regulations (and LLP Regulations) do not define cash at bank and in hand. This line item would include bank deposits with notice or maturity periods. Such bank deposits may or may not meet FRS 102's definition of ‘cash’ (i.e. cash on hand and demand deposits) or ‘cash equivalents’ (i.e. short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value). [FRS 102.7.2, Appendix I]. See Chapter 7 at 3.2 and 3.3 for the definitions of cash and cash equivalents.

Care is needed with applying the requirements on offset of financial assets and financial liabilities, particularly in group arrangements with a bank (such as cash pooling arrangements) where there are rights of offset. The contractual terms and conditions, and how these operate in practice can vary widely. A right of offset alone is insufficient to meet the requirements on offset of financial assets and financial liabilities. Offset of a financial asset and liability is required when, and only when, an entity currently has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. [FRS 102.11.38A, 12.25B]. See Chapter 10 at 11.1.

5.3.8 Creditors: amounts falling due within one year. Creditors: amounts falling due after more than one year

Figure 6.12 shows the analysis required in respect of creditors (on the face of the balance sheet or in the notes to the accounts – see 4.4 above) under format 1.

E Creditors: amounts falling due within one year
1 Debenture loans
2 Bank loans and overdrafts
3 Payments received on account
4 Trade creditors
5 Bills of exchange payable
6 Amounts owed to group undertakings
7 Amounts owed to undertakings in which the company has a participating interest**
8 Other creditors including taxation and social security
9 Accruals and deferred income*
H Creditors: amounts falling due within one year
1 Debenture loans
2 Bank loans and overdrafts
3 Payments received on account
4 Trade creditors
5 Bills of exchange payable
6 Amounts owed to group undertakings
7 Amounts owed to undertakings in which the company has a participating interest**
8 Other creditors including taxation and social security
9 Accruals and deferred income*

* Format 1 provides an alternative position for accruals and deferred income, at heading J. In format 1 in the LLP Regulations, the alternative position for accruals and deferred income is at heading I (i.e. the same as heading J in the company balance sheet formats).

** In format 1 in the LLP Regulations, amounts owed to undertakings in which the LLP has a participating interest.

Figure 6.12 Analysis of creditors: amounts falling due within one year

The same line items are required for creditors: amounts falling due within one year, and creditors: amounts falling due after more than one year. See 5.2.3 above for discussion of these two categories of creditors.

In addition, the General Rules to the formats (see 4.4 above) require that, in determining how amounts are presented within items in the balance sheet, the directors of the company (or the members of the LLP) must have regard to the substance of the reported transaction or arrangement, in accordance with generally accepted accounting principles or practice. [1 Sch 9, 1 Sch 9 (LLP)]. This provision facilitates the presentation of shares (such as certain preference shares), which are required to be classified as liabilities under accounting standards, to be shown as creditors rather than as called up share capital under the balance sheet statutory format. See Chapter 10 at 5. Note, however, that disclosures required by the Regulations in the notes to the accounts in relation to share capital (see, for example, the disclosures listed in 5.4.2 below) still apply, even if the shares are classified as a liability.

The General Rules to the formats allow or, where the special nature of the company's business requires this, require certain adaptations to the balance sheet formats, as well as allowing line items to be shown in greater detail. The analysis of creditors is another area where entities may need to be mindful that FRS 102 requires additional line items, headings and subtotals when relevant to an understanding of the entity's financial position. For example, it may be appropriate to present preference shares classed as a liability, finance lease creditors and other items separately from other creditors.

UK companies preparing Companies Act accounts (and LLPs preparing non-IAS accounts) must state in the notes to the accounts, for the aggregate of all items shown under ‘creditors’ in the balance sheet, the aggregate of:

  1. the amount of any debts included under ‘creditors’ which are payable or repayable otherwise than by instalments and fall due for payment or repayment after the end of the period of five years beginning with the day next following the end of the financial year; and
  2. for debts included under ‘creditors’ which are payable or repayable by instalments, the amount of any instalments which fall due for payment after the end of that period.

In relation to each debt which is taken into account in (a) or (b) above, the terms of payment or repayment and rate of any interest payable on the debt must be stated. If the number of debts is such that, in the opinion of the directors (or the members of the LLP), the statement required would be of excessive length, a general indication of the terms of payment or repayment and the rates of any interest payable on the debts can be given.

For each item shown under ‘creditors’ in the balance sheet, the aggregate amount of any debts included under that item in respect of which any security has been given by the company (or by the LLP), and an indication of the nature and the form of the securities given must also be stated. [1 Sch 61, 1 Sch 59 (LLP)]. This disclosure applies where adapted formats or statutory formats are used.

Where any outstanding loans made under the authority of section 682(2)(b), (c) or (d) of the CA 2006 (various cases of financial assistance by a company for the purchase of its own shares) are included under any item shown in the company's balance sheet, the aggregate amount of those items must be disclosed for each item in question. [1 Sch 64(2)]. This disclosure applies where adapted formats or statutory formats are used.

5.3.8.A Debenture loans

The format 1 balance sheet has separate line items for debenture loans and bank loans and overdrafts. Therefore, bank loans and overdrafts need to be shown separately, even if they might also qualify as a debenture loan.

Note (7) on the balance sheet formats (and the equivalent requirement for LLPs)15 state that the amount of any convertible loans (within debenture loans) must be shown separately.

A ‘debenture’ is not defined in the CA 2006, except that it is stated to include ‘debenture stock, bonds and other securities of a company [LLP], whether or not constituting a charge on the assets of the company.’ [s738, s738 (LLP)]. In general use, a ‘debenture’ is a term applying to any document evidencing a loan. For the purposes of the statutory formats, this would generally mean a debt instrument issued by the company (or the LLP) with a written loan agreement, and usually giving some form of security or charge over its assets (although this is not an essential feature).

UK companies preparing Companies Act accounts (and LLPs preparing non-IAS accounts) must make the following disclosures in the notes to the accounts: [1 Sch 50, 1 Sch 48 (LLP)]

  • if the company (or the LLP) has issued any debentures during the financial year, the classes of debentures issued during the financial year, and for each class of debentures, the amount issued and consideration received by the company (or the LLP) for the issue; and
  • where any of the company's (or the LLP's) debentures are held by a nominee of or trustee for the company (or the LLP), the nominal amount of the debentures and the amount at which they are stated in the company's (or the LLP's) accounting records.

This disclosure applies where adapted formats or statutory formats are used.

5.3.8.B Bank loans and overdrafts

In relation to bank loans and overdrafts, care is needed with applying the requirements on offset of financial assets and financial liabilities, particularly in group arrangements with a bank (such as cash pooling arrangements) where there are rights of offset. See 5.3.7 above for discussion of offset in respect of group cash pooling arrangements.

5.3.8.C Payments on account

As noted at 5.3.5 above we would not expect payments on account to be deducted from stock (or inventory) as this would not meet the offset requirements of FRS 102. Also see 5.3.13.A below for a discussion of how construction contract balances might be reflected in the balance sheet formats.

5.3.8.D Trade creditors

Trade creditors are generally amounts payable to suppliers of goods and services, e.g. relating to amounts invoiced by suppliers (and could include credit balances due to trade debtors).

Care must be taken not to offset any debit balances in trade debtors with trade creditors (and vice versa) where the offset criteria are not met. The separate line items for ‘amounts owed to group undertakings’ and ‘amounts owed to undertakings in which the entity has a participating interest’ will include trade creditors due to group undertakings and participating interests respectively (see 5.3.8.F below).

5.3.8.E Bills of exchange

A bill of exchange is a written instrument used mainly in international trade, where one party agrees to pay an amount to another party on demand or on a specified date. The bill can often be transferred by the holder of the bill to a bank or finance house at a discount.

5.3.8.F Amounts owed to group undertakings, and to undertakings in which the company has a participating interest

The line items ‘amounts owed to group undertakings’ and ‘amounts owed to undertakings in which the company has a participating interest’ include all amounts owed by such undertakings which could include loans, dividends and interest payable, trading items such as current accounts and balances with group treasury companies. The meanings of ‘group undertaking’ and ‘participating interest’ are discussed at 5.3.4.C and 5.3.4.D above. Care must be taken not to offset debtors and creditors where the offset criteria are not met.

5.3.8.G Other creditors, including taxation and social security

Other creditors are creditors that do not belong in other line items.

Note (9) on the balance formats (and the equivalent requirement for LLPs)16 state that the amount for creditors in respect of taxation and social security must be shown separately from the amount for other creditors. Taxation and social security creditors would include corporation tax, VAT, PAYE and National Insurance, and other taxes, including overseas taxation. This analysis can be given in the notes to the accounts.

In fact, FRS 102 does not explicitly require separate disclosure of the current tax creditor, although it requires disclosure of information that would enable users of the financial statements to evaluate the nature and financial effect of the current and deferred tax consequences of recognised transactions and other events. [FRS 102.29.25].

Deferred tax liabilities are not included in this heading but in ‘Provisions for liabilities’ (see 5.3.11 below).

5.3.8.H Accruals and deferred income

Accruals and deferred income can alternatively be shown on the face of the balance sheet (line item J).17 FRS 102 does not define accruals but under previous UK GAAP, the distinction presented below was drawn between accruals and provisions.

Accruals are liabilities to pay for goods or services that have been received or supplied but have not been paid, invoiced or formally agreed with the supplier including amounts due to employees (for example, amounts relating to accrued holiday pay). Although it is sometimes necessary to estimate the amount or timing of accruals, the uncertainty is generally much less than for provisions. [FRS 12.11(b)].

Deferred income may arise where cash is received in advance of meeting the conditions for recognising the related revenue, e.g. rental income received in advance or where cash is received for goods not yet delivered or services not yet rendered. In addition, deferred income may arise in relation to government grants related to assets (which are recognised in income on a systematic basis over the expected useful life of the asset). [FRS 102.24.5F-G]. See 5.3.13.H below.

While the format 1 balance sheet combines accruals and deferred income into one line item, these two items can have separate characteristics. The Conduct Committee has challenged the aggregation of accruals and deferred income as these liabilities differ in nature and liquidity, noting that this is particularly relevant to companies with long-term contracts where revenue recognition is a critical judgement. See the Technical Findings of the Conduct Committee's Financial Reporting Review Panel 2015-2016, available on the FRC website. As noted at 4.4 above, the balance sheet formats allow any item to be shown in greater detail and FRS 102 requires additional line items, headings and subtotals when relevant to an understanding of the entity's financial position.

5.3.9 Net current assets / (liabilities)

The format 1 balance sheet requires a subtotal to be shown for net current assets / (liabilities) on the face of the balance sheet.

Note (11) on the balance sheet formats (and the equivalent requirement for LLPs)18 state that any amounts shown under ‘prepayments and accrued income’ must be taken into account in determining net current assets / (liabilities), wherever shown (see 5.3.6.F above). Therefore, net current assets / (liabilities) for a company will represent the amounts reported at item C in format 1 plus prepayments and accrued income (at item D, if shown separately) less creditors: amounts falling due within one year (at item E). For LLPs, net current assets / (liabilities) is the sum of the amounts reported at item B in format 1 plus prepayments and accrued income (at item C, if shown separately) less creditors: amounts falling due within one year (at item D). See Figure 6.4 at 5.2 and Figure 6.5 at 5.2.1 above.

5.3.10 Total assets less current liabilities

The format 1 balance sheet requires a subtotal to be shown for total assets less current liabilities on the face of the balance sheet. This subtotal would be the sum of fixed assets and net current assets / (liabilities) (see 5.3.9 above).

While the format 1 balance sheet does not require a net assets subtotal (with a balancing subtotal for capital and reserves), most companies give this. Sometimes companies have presented a balancing subtotal for ‘capital and reserves’ together with ‘creditors: amounts falling due within one year’, a practice not precluded by the Regulations (or LLP Regulations).

5.3.11 Provisions for liabilities

Figure 6.13 shows the analysis required (on the face of the balance sheet or in the notes to the accounts – see 4.4 above) in respect of provisions for liabilities under format 1.

I Provisions for liabilities
1 Pensions and similar obligations
2 Taxation, including deferred taxation
3 Other provisions

Figure 6.13 Analysis of provisions for liabilities

References to ‘provisions for liabilities’ in the Regulations (and LLP Regulations) are ‘to any amount retained as reasonably necessary for the purpose of providing for any liability the nature of which is clearly defined and which is either likely to be incurred, or certain to be incurred but uncertain as to amount or as to the date on which it will arise’. [9 Sch 2, 4 Sch 10 (LLP)]. FRS 102 defines a provision more succinctly as ‘a liability of uncertain timing or amount.’ [FRS 102 Appendix I].

The General Rules to the formats (see 4.4 above) allow or, where the special nature of the company's business requires this, require certain adaptations to the balance sheet formats, as well as allowing line items to be shown in greater detail. The analysis of provisions is an area where entities may need to be mindful that FRS 102 requires additional line items, headings and subtotals when relevant to an understanding of the entity's financial position.

FRS 102 requires an entity to present a reconciliation of each class of provision (comparatives are not required) and requires further narrative disclosures for each class of provision. [FRS 102.21.14, 21.17, 21.17A]. See Chapter 19 at 3.10.2.

UK companies preparing Companies Act accounts (and LLPs preparing non-IAS accounts) must give:

  • particulars of each material provision included in the line item ‘Other provisions’ in the notes to the accounts; [1 Sch 59(3), 1 Sch 57(3) (LLP)]
  • particulars of any pension commitments included in the balance sheet, giving separate particulars of any commitment relating wholly or partly to pensions payable to past directors of the company (or past members of the LLP); [1 Sch 63(5)-(6), 1 Sch 60(4) (LLP)]
  • where there have been transfers to provisions, or from any provisions (otherwise than for the purpose for which the provision was established) relating to any of the provisions required to be shown as separate line items in the balance sheet (or would be so shown, if Arabic-numbered line items were not combined as permitted by paragraph 4(2)(b) of the General Rules to the formats – see 4.4 above), the company (or the LLP) must disclose the following in tabular form, in the notes to the accounts, in respect of the aggregate of provisions included in the same item:
    • the amount of the provisions as at the beginning and end of the financial year;
    • any amounts transferred to or from the provisions during that year; and
    • the source and application respectively of any amounts transferred.

      Comparatives are not required (since these are specifically exempted under the equivalent reconciliation requirement in FRS 102). [1 Sch 59(1)-(2), 1 Sch 57(1) (LLP)-(2)].

The above reconciliation required by the Regulations (and LLP Regulations) is similar to that required by FRS 102. However, the statutory requirement would also apply to movements in deferred tax provisions (see 5.3.13.B below) and pension provisions, as these are line items under ‘provisions for liabilities’. In respect of pension provisions, FRS 102 already requires reconciliations of defined benefit obligations and plan assets, which provide similar information, albeit not for the net balance. [FRS 102.28.41(e)-(f)]. See Chapter 25 at 3.12.4.

The above disclosures apply where adapted formats or statutory formats are used.

5.3.12 Capital and reserves

Figure 6.14 shows the analysis required in respect of capital and reserves under format 1 for a UK company.

K Capital and reserves
I Called up share capital
II Share premium account
III Revaluation reserve
IV Other reserves
1 Capital redemption reserve
2 Reserve for own shares
3 Reserves provided for by the articles of association
4 Other reserves, including the fair value reserve
V Profit and loss account
See discussion above for the line items required for K – Members' other interests in the LLP Regulations.

Figure 6.14 Analysis of capital and reserves – UK company

For an LLP, K – Capital and reserves is replaced with K – Members' other interests (with sub-headings K.I – Members' capital, K.II – Revaluation reserve and K.III – Other reserves, including the fair value reserve). The items shown in K – Members' other interests are equity for an LLP. However, members' interests classified as a liability would be shown in J – Loans and other debts due to members (see 5.2.1 above), which does not have an equivalent in the format 1 balance sheet for a UK company.

The capital and reserves section of the balance sheet includes a number of line items denoted by a Roman numeral which must be presented on the face of the balance sheet, with no adaptation of the order of the headings or description used permitted. The analysis of other reserves may be presented in the notes to the accounts, where permitted by the General Rules to the formats (see 4.4 above).

FRS 102's requirement to present a statement of changes in equity; the disclosures in the Regulations and LLP Regulations relating to capital and reserves, the disclosures in the LLP Regulations relating to loans and other debts due to members; and the LLP SORP's related requirement to show a reconciliation of members' interests, are discussed at 5.4 and 7 below.

5.3.12.A Called up share capital

Called up share capital, in relation to a company, means so much of its share capital as equals the aggregate amounts of the calls made on its shares (whether or not those calls have been paid) together with:

  • any share capital paid up without being called; and
  • any share capital to be paid on a specified future date under the articles, the terms of allotment of the relevant shares or any other arrangements for payment of those shares.

Uncalled share capital is to be construed accordingly. [s547].

The concept of called up share capital is not relevant to an LLP.

Shares allotted by a company, and any premium on them, may be paid up in money or money's worth (including goodwill and know-how). This does not prevent a company allotting bonus shares to its members, or from paying up, with sums available for the purpose, any amounts for the time being unpaid on any of its shares (whether on account of the nominal value of the shares or by way of premium). There are additional restrictions in Chapter 5 of Part 17 of the CA 2006 for payment of shares for public companies. [s582].

The CA 2006 does not require that the shares issued are fully paid although a public company must not allot a share except where at least one quarter of the nominal value of the share and all of any premium on it is paid up (with an exception for shares allotted in pursuance of an employees' share scheme). [s586].

A share in a company is deemed ‘paid up’ (as to its nominal value or any premium on it) in cash, or allotted for cash, if the consideration received for the allotment or payment up in cash is:

  • cash received by the company;
  • a cheque received by the company in good faith that the directors have no reason for suspecting will not be paid;
  • a release of a liability of the company for a liquidated sum;
  • an undertaking to pay cash to the company at a future date; or
  • payment by any other means giving rise to a present or future entitlement (of the company or a person acting on the company's behalf) to a payment, or credit equivalent to payment, in cash. This can include a settlement bank's obligation to make payment under the settlement system operated by Euroclear UK & Ireland (also known as the CREST system).

Cash includes foreign currency. The payment of cash to a person other than the company or an undertaking to pay cash to a person other than the company is consideration other than cash. [s583].

Called up share capital not paid is explained at 5.3.1 above.

FRS 102's requirements on recording issuances of equity instruments are consistent with the presentation of called up share capital in the Regulations (see Chapter 10 at 5.5).

Parts 17 and 18 of the CA 2006 address a company's share capital and the acquisition by a limited company of its own shares respectively. There are a number of ways in which share capital can be altered, not all of which are noted below.

In particular, share capital of a limited company may be reduced, either by special resolution supported by a solvency statement (available for private companies limited by shares only) or by special resolution confirmed by the court. [s641-s651].

In addition, Part 18 of the CA 2006 sets out provisions for redemption and purchases of share capital by a limited company (and for private companies limited by shares to make payments out of capital). There are a number of restrictions governing when these procedures can be used which are not covered in this chapter. These procedures may also affect other reserves and some of the ways in which that can happen are referred to at 5.3.12.B, 5.3.12.C and 5.3.12.F below.

There are more statutory restrictions over how the share capital of a limited company may be altered than for an unlimited company. [s617]. However, its articles and other agreements may set out how the share capital of an unlimited company may be altered.

There are detailed rules in the CA 2006 which this chapter does not set out in full. Other regulatory requirements may also be relevant to transactions involving shares and it is important that companies take appropriate legal and professional advice in this area.

5.3.12.B Share premium account

Share premium account is a statutory reserve that arises on the issue of share capital. It is beyond the scope of this chapter to explain the rules governing share premium in detail, but the summary below explains how share premium arises and can be applied or reduced. The concept of a share premium account is not relevant to an LLP.

If a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares must be transferred to an account called the share premium account, except to the extent that merger relief (as set out in sections 612 and 613) and group reconstruction relief (as set out in section 611) apply. Chapter 8 at 4.2.1 discusses how these reliefs operate. [s610(1), (5), (6)].

Where on issuing shares, a company has transferred a sum to the share premium account, that sum can be used to write off the expenses of the issue of those shares and any commission paid on the issue of those shares. Share premium may be used to pay up new shares to be allotted to members as fully-paid bonus shares. [s610(2)-(3)].

Share premium also arises when treasury shares are sold for proceeds that exceed the purchase price paid by the company. The excess must be transferred to the share premium account. [s731(3)]. This would include sales of the treasury shares by the company to an ESOP.

The share premium account of a limited company having a share capital may be reduced either by special resolution supported by a solvency statement (available for private companies limited by shares only) or by special resolution confirmed by the court. [s610(4), s641-s651].

Where a limited company purchases (or redeems) shares, normally the purchase (or redemption) must be made out of distributable profits of the company or out of the proceeds of a fresh issue of shares made for the purposes of financing the purchase (or for the purposes of the redemption). However, any premium payable on the purchase (or redemption) of the shares must be paid out of distributable profits, unless the shares were originally issued at a premium and the purchase (or redemption) is made in whole or in part out of proceeds of a fresh issue. In the latter case, the share premium account (rather than distributable profits) may be reduced up to an amount equal to the lower of (a) the aggregate of the premiums received by the company on issue of the shares purchased (or redeemed) and (b) the current amount of the company's share premium account (including any premiums transferred to share premium account in respect of the new shares). [s687, s692].

There are exceptions to the above requirements where:

  • a private limited company purchases or redeems its own shares out of capital under Chapter 5 of Part 18 of the CA 2006; [s687(1), s692(1)] or
  • a private limited company (if authorised to do so by the articles) purchases its own shares out of capital otherwise than in accordance with Chapter 5 up to an aggregate purchase price in a financial year of the lower of: [s692(1ZA)]
    • £15,000; or
    • the nominal value of 5% of its fully paid share capital as at the beginning of the financial year.

This means that where section 692(1ZA) applies, Chapter 5 of Part 18 of the CA 2006 does not apply. Chapter 5 of Part 18 allows a private limited company, subject to any restrictions or prohibitions in its articles, to make a payment in respect of the redemption or purchase of its own shares otherwise than out of distributable profits or the proceeds of a fresh issue. The permissible capital payment is the amount of the price of redemption or purchase of the shares after deducting any available profits of the company and the proceeds of any fresh issue of shares made for the purposes of the redemption or purchase. [s709-s723].

Share premium account may also be reduced when a private limited company makes a payment out of capital (under Chapter 5 of Part 18 of the CA 2006) or a payment under section 692(1ZA)) Where the permissible capital payment (together with any proceeds of a fresh issue applied in making the redemption or purchase of the company's own shares) is greater than the nominal amount of the shares redeemed or purchased, the amount of fully paid share capital, share premium account, capital redemption reserve or revaluation reserve (if in credit) may be reduced by the amount of the excess. [s734].

5.3.12.C Revaluation reserve

The revaluation reserve arises where an asset is carried at valuation using the alternative accounting rules in the Regulations (or LLP Regulations). [1 Sch 35, 1 Sch 35 (LLP)]. See 10.2 below.

The amount of the revaluation reserve is presented in the position given for the item ‘revaluation reserve’ under capital and reserves in the balance sheet formats. The name ‘revaluation reserve’ must be used (previously there was flexibility on what the reserve was called in the formats). [1 Sch 35(2), 1 Sch 35(2) (LLP)].

The uses of the revaluation reserve (and associated disclosures) are explained further at 10.2.3 and 10.2.4 below.

5.3.12.D Reserves provided for by the Articles of Association

Where the articles specifically provide for reserves to be established, this line item is used. This is not relevant to LLPs.

5.3.12.E Other reserves

The General Rules to the formats (see 4.4 above) allow or, where the special nature of the company's business requires this, require certain adaptations to the balance sheet formats, as well as allowing line items to be shown in greater detail.

The analysis of other reserves is an area where entities may need to be mindful that FRS 102 requires additional line items, headings and subtotals when relevant to an understanding of the entity's financial position. [FRS 102.4.3].

The sub-headings within the ‘Other reserves’ category are discussed at 5.3.12.F to 5.3.12.H below.

5.3.12.F Capital redemption reserve

The capital redemption reserve is a statutory reserve which is established when: [s733, s734]

  • the shares of a limited company are redeemed or purchased wholly out of the company's profits – the amount by which the company's issued share capital is diminished on cancellation of the redeemed or purchased shares (i.e. the nominal value of the shares redeemed or purchased) is transferred to capital redemption reserve;
  • the shares of a limited company are redeemed or purchased wholly or partly out of the proceeds of a fresh issue and the aggregate amount of the proceeds is less than the aggregate nominal value of the shares redeemed or purchased – the shortfall is transferred to capital redemption reserve. This does not apply to a private company if, in addition to the proceeds of the fresh issue, the company applies a payment out of capital under Chapter 5 of Part 18 of the CA 2006 or under section 692(1ZA) in making the redemption or purchase;
  • a private company makes a redemption or purchase of own shares out of capital (under Chapter 5 of Part 18 of the CA 2006) or a payment under section 692(1ZA), and the permissible capital payment (as defined in section 734 for these purposes, which would include any proceeds of a fresh issue used for the redemption or purchase) is less than the nominal amount of the shares redeemed or purchased – the shortfall is transferred to capital redemption reserve; and
  • where treasury shares are cancelled – the share capital is reduced by the nominal amount of the shares cancelled and that amount transferred to capital redemption reserve.

The concept of a capital redemption reserve is not relevant to an LLP.

As with the share premium account, the capital redemption reserve may:

  • be used to pay up new shares to be allotted to members as fully-paid bonus shares; [s733(5)]
  • be reduced by a limited company having a share capital either by special resolution supported by a solvency statement (available for a private company limited by shares only) or by special resolution confirmed by the court; [s733(6), s641-s651] and
  • be reduced, to the extent permitted by section 734 of the CA 2006, when a private limited company makes a payment out of capital (under Chapter 5 of Part 18 of the CA 2006) or a payment under section 692(1ZA). Where the permissible capital payment (together with any proceeds of a fresh issue applied in making the redemption or purchase of the company's own shares) is greater than the nominal amount of the shares redeemed or purchased, the amount of fully paid share capital, share premium account, capital redemption reserve or revaluation reserve (if in credit) may be reduced by the amount of the excess. [s709-723, s734].

It is beyond the scope of this chapter to explain the detailed rules and procedures and accounting governing redemptions / purchases of shares, treasury shares and the capital redemption reserve (but the summary above highlights the main ways the capital redemption reserve may arise, be utilised or reduced).

5.3.12.G Reserve for own shares

The reserve for own shares is used where:

  • a company issues shares to or purchases its own shares to be held by an ESOP (see Chapter 23 at 13.3).

    This applies in individual and consolidated financial statements (where the company is the sponsoring entity of the ESOP – as FRS 102 requires that the ESOP is treated for accounting purposes as an extension of the company), and in consolidated financial statements that consolidate the ESOP (where the company is not the sponsoring entity of the ESOP); or

  • where shares are held as treasury shares (see Chapter 10 at 5.6.3). [FRS 102.22.16].

Note (4) on the balance sheet formats states that the nominal value of the own shares held must be shown separately in the notes to the accounts. This note strictly refers to own shares presented as an asset (which is not permitted under FRS 102) but entities commonly disclose this information even where own shares are presented in equity. Where treasury shares are held, there are further statutory disclosures (see 5.4.2 below).

This line item is not relevant for LLPs.

5.3.12.H Other reserves, including fair value reserve (item K.IV.4)

Other reserves reported at item K.IV.4 would include a reserve arising where merger relief (under sections 612 and 613) or group reconstruction relief (under section 611) is taken, but the company chooses to record a reserve equivalent to the share premium that would have been recorded but for the relief (as permitted by section 615).

Where a UK company prepares Companies Act accounts (or an LLP prepares non-IAS accounts), the fair value accounting rules in the Regulations (or LLP Regulations) (see 10.3 below) have the effect that the changes in fair value: [1 Sch 40, 1 Sch 40 (LLP)]

  • of the hedging instrument in respect of cash-flow hedges and hedges of net investment in foreign operations (to the extent effective);
  • relating to exchange differences on monetary items forming part of the company's net investment in a foreign entity (see below); and
  • of available-for-sale financial assets

must or, in the case of available-for-sale financial assets, may be recognised in a separate statutory reserve (the fair value reserve). This would be an ‘Other reserve (including fair value reserve)’ in the statutory formats. Available-for-sale financial assets may arise where a company chooses to apply the recognition and measurement provisions of IAS 39.

FRS 102 requires that exchange differences arising on translation of a foreign operation in the financial statements that include that foreign operation (including a monetary item that forms part of the net investment in that foreign operation) are recognised in other comprehensive income and accumulated in equity. However, there is no requirement to accumulate these in a separate reserve. [FRS 102.30.13, 30.22]. See Chapter 27 at 3.7. Entities are not, however, precluded from doing so, and the fair value accounting rules in the Regulations (and LLP Regulations) imply that exchange differences on monetary items forming part of the company's or LLP's net investment in a foreign entity may be, at least in some circumstance, accumulated within the fair value reserve. However, the fair value accounting rules apply to a financial instrument measured at fair value (or to assets and liabilities qualifying as hedged items under a fair value hedge accounting system). It is not clear that this requirement to accumulate the exchange differences in the statutory fair value reserve would apply to a monetary item such as a loan to a foreign entity (which would usually be recorded at amortised cost). See 10.3.2 below.

5.3.12.I Profit and loss account

The profit and loss account reserve (or retained earnings) arises from the accumulation of the results for the year, and other items taken to other comprehensive income or to equity, but not classified in another reserve.

Where profits are unrealised, companies may prefer to report these in a reserve other than retained earnings, so as to distinguish these from other profits that are realised.

There is no separate line item for the profit and loss account in the LLP formats.

5.3.13 Other application issues

5.3.13.A Construction contracts

FRS 102's requirements on presentation of construction contracts are discussed at 5.1.13.B above. This discussion is equally applicable to the statutory formats, subject to the following observations.

In our view, it would be appropriate to include the contract asset as a line item within debtors (see 5.3.6 above) and the contract liability within creditors (see 5.3.8 above). Progress billings not yet received (including any contract retentions) would be included in trade debtors (rather than trade receivables as in the adapted formats). Advances, where reported separately, would be disclosed as ‘payments received on account’ within ‘creditors: amounts falling due within one year’ and ‘creditors: amounts falling due after more than one year’, as appropriate. The sub-classifications required by paragraph 4.2B of FRS 102 where adapted formats are used are not required where statutory formats are used.

5.3.13.B Deferred tax

FRS 102 requires deferred tax liabilities to be presented within ‘provisions for liabilities’ (see 5.3.11 above) and deferred tax assets to be presented within debtors. [FRS 102.29.23]. There is no requirement to present deferred tax separately on the face of the statement of financial position. FRS 102 includes rules on offset of deferred tax assets and liabilities (see Chapter 26 at 10.1.1). [FRS 102.29.24A].

This presentation is consistent with the statutory formats in the Regulations (and LLP Regulations) but differs from the presentation of deferred tax under the adapted formats in FRS 102 (see 5.1 above) or in IFRSs as a non-current asset and / or non-current liability shown on the face of the statement of financial position. [IAS 1.54, 56].

Deferred tax assets may include amounts due after more than one year. See 5.2.2 above for the disclosure requirements for ‘debtors: amounts falling due after more than one year’ in FRS 102 and the Regulations (and LLP Regulations), where statutory formats are used.

FRS 102 requires that the amount of deferred tax liabilities and deferred tax assets at the end of the reporting period for each type of timing difference and the amount of unused tax losses and tax credits is disclosed separately. [FRS 102.29.27(e)]. So while deferred tax is not required to be shown on the face of the statutory balance sheet, this disclosure would be required in the notes. FRS 102's full disclosures for deferred tax are set out in Chapter 26 at 11.

A UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts) must state the provision for deferred tax separately from any other tax provisions. [1 Sch 60, 1 Sch 58 (LLP)]. This should not lead to additional disclosure since deferred tax will of course be shown already on the face of the statement of financial position for adapted formats and, as noted above, FRS 102 required disclosure of deferred tax balances in the notes.

Where there have been transfers to and from deferred tax, the amount of the provision at the beginning and end of the year, and the movements in that provision must also be disclosed in the notes to the accounts (see 5.3.11 above). [1 Sch 59, 1 Sch 57 (LLP)]. This disclosure is required where statutory formats are used and, in our view, is also likely required where adapted formats are used, even though deferred tax is not shown as a provision in the balance sheet (in order to give equivalent information).

5.3.13.C Assets and disposal groups held for sale

FRS 102 does not include a concept of assets and disposal groups held for sale, comparable to that in IFRS 5. Therefore, an entity is not required to present a non-current asset classified as held for sale and the assets of a disposal group held for sale separately from other assets in the statement of financial position and the liabilities of a disposal group held for sale separately from other liabilities in the statement of financial position. [IFRS 5.38, IAS 1.54].

In addition, FRS 102 does not permit such presentation of disposal groups in the statement of financial position because the General Rules to the formats (see 4.4 above) do not allow the aggregation of different line items into two lines, being assets and liabilities of the disposal group, in this way. This does not preclude entities presenting additional analysis in the notes to the financial statements. See also the disclosures at 5.5 below.

As noted at 5.3.3 above, the statutory definition of a fixed asset is not normally interpreted to mean that individual assets are transferred to current assets when a decision to dispose of them has been made (but see 5.1.8 above which sets out some situations where we would expect a change in use of the asset to lead to reclassification as inventory). Nevertheless, some companies do make such transfers.

5.3.13.D Post-employment benefit assets and liabilities

FRS 102 does not explicitly address the presentation of post-employment benefit assets and liabilities.

The format 1 balance sheet includes a line item ‘pensions and similar liabilities’ within provisions for liabilities (see 5.3.11 above). There is no specific line item for pension surpluses but in our view, a pension asset could be presented as a separate line item within debtors. Defined benefit assets may include amounts due after more than one year. See 5.2.2 above for the disclosure requirements in FRS 102 and in the Regulations (and LLP Regulations) for ‘debtors: amounts due after more than one year’.

However, under previous UK GAAP, FRS 17 – Retirement benefits – required presentation of the pension asset or liability (net of deferred tax) separately on the face of the balance sheet following other net assets and before capital and reserves. Where an employer had more than one scheme, the total of any defined benefit assets and the total of any defined benefit liabilities were shown separately on the balance sheet. [FRS 17.47, 49]. Appendix II to FRS 17 stated that ‘The Board has received legal advice that these requirements do not contravene the Companies Act 1985’. [FRS 17 Appendix II.6].

As a result, there is likely to be divergence in practice in the presentation of defined benefit pension surpluses and deficits under FRS 102 (although the related deferred tax asset or liability should be shown separately, as offsetting is not permitted). Disclosure requirements for defined benefit plans are discussed in Chapter 25 at 3.12.4.

The Regulations (and LLP Regulations) require certain disclosures in Companies Act accounts (non-IAS accounts, for an LLP) for pension commitments included in the balance sheet (see 5.3.11 above) and, for pension commitments not included in the balance sheet (see 8.7.1 below).

Where there have been transfers to and from provisions for liabilities (which as noted above, may include pension provisions), the amount of the provision at the beginning and end of the year, and the movements in that provision must also be disclosed in the notes to the accounts (see 5.3.11 above). [1 Sch 59, 1 Sch 57 (LLP)]. As noted at 5.3.11 above, FRS 102 also requires a reconciliation of movements in plan assets and plan liabilities. [FRS 102.28.41(e)-(f)].

These disclosures are relevant to adapted formats and statutory formats.

5.3.13.E Biological assets

The format 1 balance sheet does not include a line item for biological assets, which should be reported within either tangible fixed assets (e.g. an apple orchard) or stock (e.g. farmed salmon), as appropriate.

FRS 102 requires reconciliations of changes in the carrying amounts to be given for biological assets (separately for each class carried under the cost model and each class carried under the fair value model) (see Chapter 31 at 2.6.3 and 2.7.2). [FRS 102.34.7(c), 34.10(e)].

See 5.2.2 above for the requirements for reconciliations of movements in fixed assets in the Regulations (and the LLP Regulations) for UK companies preparing Companies Act accounts (and LLP accounts preparing non-IAS accounts). These disclosures apply where statutory formats or adapted formats are used.

Comparatives are not required for the reconciliations required by FRS 102 or the Regulations (and LLP Regulations).

5.3.13.F Financial assets and financial liabilities

The format 1 balance sheet does not include specific line items for financial assets and financial liabilities. Financial assets will generally be reported, as appropriate, within ‘cash at bank and in hand’, ‘debtors’, ‘current asset investments’ or ‘fixed asset investments’. Financial liabilities will generally be reported, as appropriate, within ‘creditors: amounts falling due within one year’ and ‘creditors: amounts falling due after more than one year’ or ‘provisions for liabilities’ (e.g. contingent consideration on a business combination).

FRS 102 requires further analyses of specified categories of financial assets and financial liabilities to be disclosed either in the statement of financial position or in the notes to the financial statements (see 5.1.6 above for details). The Regulations and LLP Regulations also include various disclosures, some of which have been highlighted in the relevant sections above and also in respect of financial instruments held at fair value (see 10.3.1 and 10.3.4 below).

5.3.13.G Compound instruments

See 5.1.13.E above. The discussion is equally applicable to statutory formats.

5.3.13.H Government grants

FRS 102 sets out two models for recognising government grants – the accrual model and the performance model (see Chapter 21). There is no specific line for government grants in the balance sheet statutory formats.

The discussion at 5.1.13.F above on presentation and disclosure of government grants under the two models is equally applicable to statutory formats.

5.4 Additional disclosures in respect of share capital (or equivalent) (adapted formats and statutory formats)

FRS 102 (see 5.4.1 below) and the Regulations (see 5.4.2 below) require similar disclosures in respect of share capital.

5.4.1 FRS 102 disclosures in respect of share capital (or equivalent)

FRS 102 requires an entity with share capital to disclose the following information, either in the statement of financial position or in the notes: [FRS 102.4.12]

  1. for each class of share capital:
    1. the number of shares issued and fully paid, and issued but not fully paid;
    2. par value per share, or that the shares have no par value;
    3. the rights, preferences and restrictions attaching to that class including restrictions on the distribution of dividends and the repayment of capital;
    4. shares in the entity held by the entity or by its subsidiaries, associates or joint ventures;
    5. shares reserved for issue under options and contracts for the sale of shares, including the terms and amounts; and
  2. a description of each reserve within equity.

The Triennial review 2017 removed the requirement to present a reconciliation of the number of shares outstanding at the beginning and at the end of the period, for each class of share capital. Therefore, this reconciliation is only required for accounting periods beginning before 1 January 2019 and where the Triennial review 2017 amendments have not been early adopted.

An entity without share capital, such as a partnership or trust, must disclose information equivalent to that required by (a) above, showing changes during the period in each category of equity, and the rights, preferences and restrictions attaching to each category of equity. [FRS 102.4.13].

5.4.2 Information required by the Regulations in respect of share capital

Some of the FRS 102 disclosure requirements overlap with the disclosure requirements in relation to share capital included in the Regulations for UK companies preparing Companies Act accounts.

The Regulations require the following disclosures in the notes to the accounts:

  • the amount of allotted share capital and, separately, the amount of called up share capital which has been paid up (this may be given on the face of the statement of financial position or in the notes);19
  • where shares of more than one class have been allotted, the number and aggregate nominal value of shares of each class allotted; [1 Sch 47(1)(a)]
  • where shares are held as treasury shares, the number and aggregate nominal value of the treasury shares and, where shares of more than one class have been allotted, the number and aggregate nominal value of the shares of each class held as treasury shares; [1 Sch 47(1)(b)]
  • where any part of the allotted share capital consists of redeemable shares: [1 Sch 47(2)]
    • the earliest and latest dates on which the company has power to redeem those shares;
    • whether those shares must be redeemed in any event or are liable to be redeemed at the option of the company or of the shareholder; and
    • whether any (and if so, what) premium is payable on redemption.
  • if the company has allotted any shares during the financial year: [1 Sch 48]
    • the classes of shares allotted; and
    • for each class of shares, the number allotted, their aggregate nominal value, and the consideration received by the company for the allotment.
  • with respect to any contingent right to the allotment of shares in the company (i.e. any option to subscribe for shares and any other right to require the allotment of shares to any person whether arising on the conversion into shares of securities of any other description or otherwise), particulars of: [1 Sch 49]
    • the number, description and amount of the shares in relation to which the right is exercisable;
    • the period during which it is exercisable; and
    • the price to be paid for the shares allotted;
  • if any fixed cumulative dividends on the company's shares are in arrear: [1 Sch 62]
    • the amount of the arrears; and
    • the period for which the dividends or, if there is more than one class, each class of them are in arrear; and
  • the number, description and amount of the shares in the company held by, or on behalf of, its subsidiary undertakings (except where the subsidiary undertaking is concerned as personal representative, or, subject to certain exceptions, as trustee). [4 Sch 3].

The LLP Regulations do not include the above disclosures (as not relevant) although the following information is required in the notes to the accounts in respect of loans and other debts due to members: [1 Sch 47 (LLP)]

  • the aggregate amount of loans and other debts due to members as at the date of the financial year;
  • the aggregate amounts contributed by members during the financial year;
  • the aggregate amounts transferred to or from the profit and loss account during that year;
  • the aggregate amounts withdrawn by members or applied on behalf of members during that year;
  • the aggregate amount of loans and other debts due to members as at the balance sheet date; and
  • the aggregate amount of loans and other debts due to members that fall due after more than one year.

The LLP SORP provides further guidance on this disclosure, adding further related disclosures, and requires a reconciliation of the movement in members' interests analysed between ‘members’ other interests' and ‘loans and other debts due to members’ (which would meet the requirements of paragraph 4.13 of FRS 102 (see 5.4.1 above) and the statutory requirements in paragraph 47 of Schedule 1 to the LLP Regulations). [LLP SORP.60].

Detailed guidance on issues specific to LLPs is outside the scope of this chapter.

The LLP SORP made changes to the disclosures required for small LLPs (see Chapter 5 at 11.5).

5.5 Information on disposal groups to be presented in the notes (adapted formats and statutory formats)

FRS 102 requires only limited disclosures where there is, at the end of the reporting period, a disposal group. As discussed at 5.1.13.C and 5.3.13.C above, FRS 102 does not include a concept of assets and disposal groups held for sale, comparable to that in IFRS 5.

If, at the reporting date, an entity has a binding sale agreement for a major disposal of assets, or a disposal group, the entity must disclose in the notes to the financial statements: [FRS 102.4.14]

  • a description of the asset(s) or the disposal group;
  • a description of the facts and circumstances of the sale; and
  • the carrying amount of the assets or, for a disposal group, the carrying amounts of the underlying assets and liabilities.

FRS 102 defines a disposal group as ‘a group of assets to be disposed of, by sale or otherwise, together as a group in a single transaction, and liabilities directly associated with those assets that will be transferred in the transaction. The group includes goodwill acquired in a business combination if the group is a cash-generating unit to which goodwill has been allocated in accordance with the requirements of paragraphs 27.24 to 27.27 of this FRS’. [FRS 102 Appendix I].

6 STATEMENT OF COMPREHENSIVE INCOME

This part of the chapter sets out the requirements in FRS 102 for entities not applying Section 1A.

FRS 102 requires an entity to present its total comprehensive income for a period, i.e. its financial performance for period, in one or two statements. Financial performance is the relationship of the income and expenses of an entity as reported in the statement of comprehensive income. [FRS 102 Appendix I].

Definitions of terms applicable to the statement of comprehensive income are at 3.1 above.

This part of the chapter is set out as follows:

  • 6.1 – Format of the statement of comprehensive income (adapted formats and statutory formats);
  • 6.2 – Items reported in other comprehensive income (adapted formats and statutory formats);
  • 6.3 – Single statement approach (adapted formats and statutory formats);
  • 6.4 – Two-statement approach (adapted formats and statutory formats);
  • 6.5 – Adapted formats;
  • 6.6 – Statutory formats – format 1 and 2 profit and loss accounts;
  • 6.7 – Requirements applicable to both approaches (adapted formats and statutory formats);
  • 6.8 – Presentation of discontinued operations (adapted formats and statutory formats); and
  • 6.9 – Earnings per share (adapted formats and statutory formats).

6.1 Format of the statement of comprehensive income (adapted formats and statutory formats)

Part 1 of Schedule 1 to the Regulations (and Part 1 of Schedule 1 to the LLP Regulations) provide a choice of:

  • one of two profit and loss account statutory formats (as set out in Section B of the relevant Part); or
  • use of adapted formats.

Schedule 2 (banking companies) and Schedule 3 (insurance companies) to the Regulations require use of the statutory formats and do not allow use of adapted formats. The statutory formats for insurance companies are discussed in Chapter 33 at 8. This publication does not set out or discuss the statutory formats for banking companies.

The consolidated statement of comprehensive income or income statement (depending on the option taken) of a group must be presented in accordance with the requirements for a consolidated profit and loss account of Schedule 6 to the Regulations (or, where applicable, Schedule 3 to the LLP Regulations). [FRS 102.5.5, 5.7]. How adapted formats and statutory formats are applied in consolidated financial statements is further explained in 4.1.2 above and 6.5 and 6.6 below.

Section 5's requirements to present a statement of comprehensive income in either single statement form or in two-statement form are discussed below. The single statement form is discussed at 6.3 below and the two-statement form at 6.4 below. Items presented in other comprehensive income under both forms are discussed at 6.2 below. Adapted formats (see 6.5 below) and statutory formats (see 6.6 below) can be used under both the single statement and two statement forms of the statement of comprehensive income. Supplementary requirements in FRS 102 relevant to the statement of comprehensive income are discussed at 6.7 to 6.9 below. The discussion at 6.1 to 6.4 and 6.7 to 6.9 below is relevant to both adapted formats and statutory formats.

An entity must present its total comprehensive income for a period either: [FRS 102.5.2, FRS 102 Appendix I]

  • in a single statement of comprehensive income which presents all items of income and expense recognised in the period (and includes a subtotal for profit or loss); or
  • in two statements – an income statement (referred to as the profit and loss account in the CA 2006) and a statement of comprehensive income, in which case the income statement presents all items of income and expense recognised in the period except those that are recognised in total comprehensive income outside of profit or loss as permitted or required by FRS 102.

A change from the single-statement approach to the two-statement approach, or vice versa, is a retrospective change in accounting policy to which Section 10 applies. [FRS 102.5.3]. See Chapter 9 at 3.4.

These requirements apply both to consolidated and individual financial statements.

6.1.1 Section 408 exemption in group accounts

Where a UK company (or an LLP) prepares group accounts in accordance with the CA 2006, the company (or the LLP) can take advantage of the exemption in section 408 of the CA 2006 not to present the individual profit and loss account and certain related notes (providing the conditions for use of the exemption are met). See Chapter 1 at 6.3.2.

References in Part 15 to the profit and loss account include notes to the accounts giving information required by any provision of the CA 2006 and that is required or allowed by any such provision to be given in a note to the company's accounts. [s472].

The section 408 exemption, where used, provides that:

  • the company's (or the LLP's) individual profit and loss account need not contain the information specified in paragraphs 65 to 69 of Schedule 1 to the Regulations (or paragraphs 62 to 67 of Schedule 1 to the LLP Regulations); [Regulations 3(2), 1 Sch 65-69, LLP Regulations 3(2), 1 Sch 62-67 (LLP)] and
  • the company's (or the LLP's) individual profit and loss account must be approved by the directors (or the members of the LLP) in accordance with section 414(1) of the CA 2006, but may be omitted from the company's (or the LLP's) annual accounts. [s414(1), s414(1) (LLP)].

The exemption is conditional on the company's (or the LLP's) individual balance sheet showing the company's (or LLP's) profit or loss for the financial year (determined in accordance with the CA 2006) and disclosing use of the section 408 exemption in the annual accounts.

6.2 Items reported in other comprehensive income (adapted formats and statutory formats)

Other comprehensive income means items of income and expense (including reclassification adjustments), that are not recognised in profit or loss as required or permitted by FRS 102. [FRS 102 Appendix I]. Therefore, profit and loss is the default category; all comprehensive income is part of profit and loss unless FRS 102 permits or requires otherwise. See definitions at 3.1 above.

Tax expense / (income) is recognised in other comprehensive income where the transaction or other event that resulted in the tax is recognised in other comprehensive income. [FRS 102.29.22]. See Chapter 26 at 8.

FRS 102 requires the following items to be included in other comprehensive income:

  1. changes in revaluation surplus relating to property, plant and equipment [FRS 102.17.15E-F] (see Chapter 15 at 3.6.3), and changes in revaluation surplus relating to intangible assets [FRS 102.18.18G-H] (see Chapter 16 at 3.4.2.C);
  2. remeasurements of the net defined benefit liability of defined benefit plans. These remeasurements comprise actuarial gains and losses, the return on plan assets excluding amounts included in net interest on the net defined benefit liability and any change in the amount of a defined benefit plan surplus that is not recoverable excluding amounts included in net interest on the net defined benefit liability [FRS 102.28.23(d), 28.25, 28.25A] (see Chapter 25 at 3.6.10.B);
  3. exchange gains and losses arising from translating the financial statements of a foreign operation (including in consolidated financial statements, exchange differences on a monetary item that forms part of the net investment in the foreign operation). However, under FRS 102 (unlike IAS 21 – The Effects of Changes in Foreign Exchange Rates), cumulative exchange differences accumulated in equity are not reclassified to profit or loss on disposal of a net investment in a foreign operation [FRS 102.9.18A, 30.13] (see Chapter 27 at 3.7 and 3.8);
  4. the effective portion of fair value gains and losses on hedging instruments in a cash flow hedge or a hedge of the foreign exchange risk in a net investment in a foreign operation. The amounts taken to equity in respect of the hedge of the foreign exchange risk in a net investment in a foreign operation are not reclassified to profit or loss on disposal or partial disposal of the foreign operation [FRS 102.12.23, 12.24, 12.25A] (see Chapter 10 at 10.8 and 10.9);
  5. fair value gains and losses through other comprehensive income, where an investor that is not a parent measures its interests in jointly controlled entities, [FRS 102.15.9(c), 15.14-15.15A], and investments in associates in its individual financial statements using the fair value model [FRS 102.14.4(c), 14.9-10A] (see Chapter 12 at 3.3.4 and Chapter 13 at 3.6.2);
  6. fair value gains and losses through other comprehensive income for investments in subsidiaries, associates and jointly controlled entities in a parent's separate financial statements and in consolidated financial statements for certain excluded subsidiaries [FRS 102.9.9, 9.9A, 9.9B(b), 9.26(b), 9.26A] (see Chapter 8 at 3.4 and 4.2.2); and
  7. any unrealised gain arising on an exchange of business or non-monetary assets for an interest in a subsidiary, jointly controlled entity or associate, [FRS 102.9.31(c)], (see Chapter 8 at 3.8).

Of the above items, only the amounts taken to other comprehensive income in relation to cash flow hedges (at (d) above) may be reclassified to profit or loss in a subsequent period under FRS 102.

Where the entity applies the recognition and measurement requirements of IAS 39 or IFRS 9 to financial instruments, further items are reported in other comprehensive income (see 6.2.1 below).

The Regulations and LLP Regulations restrict when unrealised profits can be reported in the profit and loss account. Consequently, certain unrealised profits may be required to be reported in other comprehensive income (see 6.2.2 below).

6.2.1 Items reported in other comprehensive income where an entity chooses to apply the recognition and measurement provisions of IAS 39 or IFRS 9

Where the recognition and measurement requirements of IAS 39 or IFRS 9 are applied to financial instruments, as permitted by FRS 102, the following items would also be reported in other comprehensive income in accordance with the requirements of the applicable accounting standard:

  1. gains and losses on remeasuring available-for-sale financial assets (if the entity chooses to apply IAS 39); [IAS 39.55(b)]
  2. gains and losses on remeasuring investments in equity instruments designated as measured at fair value through other comprehensive income (if the entity chooses to apply IFRS 9 – see 10.2 below); [IFRS 9.4.1.4, 5.7.1(b), 5.7.5-6]
  3. the effective portion of gains and losses on hedging instruments in a cash flow hedge or hedge of a net investment in a foreign operation (if the entity chooses to apply IAS 39 or IFRS 9); [IAS 39.95-102, IFRS 9.6.5.11-14]
  4. for liabilities designated as at fair value through profit or loss, fair value changes attributable to changes in the liability's credit risk, unless this would create or enlarge an accounting mismatch in profit and loss (if the entity chooses to apply IFRS 9). [IFRS 9.4.2.2, 5.7.1(c), 5.7.7-9, FRS 102 Appendix III.12C].

    This accounting treatment will usually require use of a ‘true and fair override’ for a UK company or LLP since it breaches the requirements of the Regulations, Small Companies Regulations, LLP Regulations or Small LLP Regulations – see 10.3 below); and

  5. gains and losses on financial assets that are debt instruments (meeting the specified criteria) that are carried at fair value through other comprehensive income (if the entity chooses to apply IFRS 9 – see 10.3 below). [IFRS 9.4.1.2A, 5.7.1(d), 5.7.10-11].

Only items (a), (e) and the effective portion of gains and losses on hedging instruments in a cash flow hedge at (c) above may be reclassified to profit or loss in a subsequent period. The amounts taken to equity in respect of the hedge of the foreign exchange risk in a net investment in a foreign operation are not reclassified to profit or loss on disposal or partial disposal of the foreign operation. [FRS 102.9.18A, 30.13].

The requirements of IAS 39 and IFRS 9 are discussed in Chapters 42 to 54 of EY International GAAP 2019. However, EY International GAAP 2019 reflects the reduced applicability of IAS 39 by covering its requirements only at a high level. IAS 39 is covered in more detail in EY International GAAP 2018.

6.2.2 Impact of realised and unrealised profits on items reported in other comprehensive income

UK companies preparing Companies Act accounts (and LLPs preparing non-IAS accounts) need to be mindful of the statutory requirement that ‘only profits realised at the balance sheet are to be included in the profit and loss account’ (see 9.1.1 below). [1 Sch 13(a), 1 Sch 13(a) (LLP)].

Notwithstanding this restriction, changes in the value of a financial instrument or in the value of an investment property or a living animal or plant measured using the fair value accounting rules (in paragraphs 36, 38 and 39 of Schedule 1 to the Regulations and the same paragraphs in the LLP Regulations) must be reflected in the profit and loss account. This is subject to the requirements of paragraphs 40(3) and (4) of Schedule 1 to the Regulations (and the same paragraphs in the LLP Regulations) for available-for-sale financial assets, hedge accounting and for exchange differences on monetary items forming part of the net investment in a foreign entity, which permit or require certain movements on financial instruments to be reflected in a statutory ‘fair value reserve’. [1 Sch 40(2)-40(4), 1 Sch 40(2) (LLP)-40(4) (LLP)]. See 10.3.2 and 10.4.1 below.

While UK companies and LLPs may now measure stocks at fair value using the fair value accounting rules (see 10.4 below), paragraph 40 above does not specify where fair value changes arising on stock are presented. FRS 102 allows stock to be measured at fair value less costs to sell in restrictive circumstances; in such circumstances, the fair value changes are recognised in profit or loss. [FRS 102.13.3]. See 10.3 and 10.4 below for a fuller discussion of the fair value accounting rules.

FRS 101 requires that ‘an entity shall recognise all items of income and expense arising in a period in profit or loss unless an IFRS requires or permits otherwise or unless prohibited by the Act’ [emphasis added]. [FRS 101.AG1(k)]. The Triennial review 2017 added this same requirement into FRS 102. [FRS 102.5.8]. Whilst FRS 102 prior to the Triennial review 2017, did not include the words above, there are reasons to believe that the same treatment was intended. For example, FRS 102's requirements for exchanges of businesses and non-monetary assets for an interest in a subsidiary, jointly controlled entity or an associate state that ‘any unrealised gain arising on the exchange shall be recognised in other comprehensive income’. [FRS 102.9.31(c)].

Where the standard is explicit that it requires that a particular gain must be reported in profit or loss but this would conflict with the Regulations or LLP Regulations, the entity should consider whether a ‘true and fair override’ of the requirements of the CA 2006 is appropriate (see 9.2 below). Where the standard is not explicit, notwithstanding that profit and loss is the default location for gains and losses, in our view, entities should look to Appendix III, which highlights the company law requirements on realised profits. However, such considerations are only relevant to entities subject to the Regulations or LLP Regulations (or corresponding requirements in another statutory or regulatory framework that applies to the entity).

Whether profits are available for distribution must be determined in accordance with applicable law. TECH 02/17BL provides guidance on the determination of the profits available for distribution (under the CA 2006). [FRS 102 Appendix III.29]. See Chapter 1 at 6.8.

6.3 Single-statement approach (adapted formats and statutory formats)

In the single-statement approach, an entity must present the items to be included in a profit and loss account in accordance in accordance with the requirements in Part 1 of the applicable schedule to the Regulations or Part 1 of Schedule 1 to the LLP Regulations.

The consolidated statement of comprehensive income of a group must be presented in accordance with the requirements of Schedule 6 to the Regulations (or, where applicable, Schedule 3 to the LLP Regulations). [FRS 102.5.5].

The formats required by different types of entity (and in consolidated financial statements) are discussed in more detail in 4.1, 4.2 and 6.1 above.

A subtotal for profit or loss is included in the statement of comprehensive income. [FRS 102 Appendix I].

In addition, the statement of comprehensive income must include line items that present: [FRS 102.5.5A]

  1. each component of other comprehensive income recognised as part of total comprehensive income outside profit or loss as permitted or required by FRS 102 classified by nature (excluding amounts in (b)). These components must be shown either net of related tax, or gross of related tax (with a single amount shown for the aggregate amount of income tax relating to those components);
  2. the share of the other comprehensive income of associates and jointly controlled entities accounted for by the equity method; and
  3. total comprehensive income.

The statement of comprehensive income must also show the allocation of profit or loss for the period and of total comprehensive income for the period attributable to non-controlling interest and owners of the parent. [FRS 102.5.6]. See 4.5 above for a discussion of how this allocation should be presented under the formats for the group profit and loss account.

See Example 6.4 at 6.5.2 below for an example of a single statement of comprehensive income, in this case using adapted formats.

6.4 Two-statement approach (adapted formats and statutory formats)

Under the two-statement approach, an entity must present in an income statement, the items to be included in a profit and loss account in accordance with the requirements in Part 1 of the applicable schedule to the Regulations or Part 1 of Schedule 1 to the LLP Regulations.

The consolidated statement of comprehensive income of a group must be presented in accordance with the requirements of Schedule 6 to the Regulations (or, where applicable, Schedule 3 to the LLP Regulations). [FRS 102.5.7].

The formats required by different types of entity (and in consolidated financial statements) are discussed in more detail in 4.1, 4.2 and 6.1 above.

The income statement must show the allocation of profit or loss for the period attributable to non-controlling interest and owners of the parent. [FRS 102.5.7B].

The statement of comprehensive income (whether adapted formats or statutory formats are used) begins with profit or loss as its first line and then includes, as a minimum, line items that present:

  1. each component of other comprehensive income recognised as part of total comprehensive income outside profit or loss as permitted or required by the standard classified by nature (excluding amounts in (b)). These components must be shown either net of related tax, or gross of related tax (with a single amount shown for the aggregate amount of income tax relating to those components);
  2. the share of the other comprehensive income of associates and jointly controlled entities accounted for by the equity method; and
  3. total comprehensive income.

The statement of comprehensive income must also show the allocation of total comprehensive income for the period attributed to non-controlling interest and owners of the parent. [FRS 102.5.7A-C].

See 4.5 above for a discussion of how the allocations of profit or loss and total comprehensive income should be presented under the formats for the group profit and loss account.

See Example 6.5 at 6.5.2 for an example statement of comprehensive income (where a two-statement form is applied).

6.5 Adapted formats

An entity choosing to apply paragraph 1A(2) of Schedule 1 to the Regulations and adapt one of the profit and loss account formats (see 4.1 above for discussion as to which formats apply to which types of entity) shall, as a minimum:

  • include in its statement of comprehensive income (under the single statement form) line items that present amounts (a) to (j) for the period (as set out in Figure 6.15 below); [FRS 102.5.5B] and
  • include in its income statement (under the two-statement form) line items that present amounts (a) to (g) for the period (as set out in Figure 6.15 below), with profit or loss as the last line. The statement of comprehensive income shall begin with profit or loss as its first line and shall display as a minimum line items (h) to (j), with total comprehensive income as its last line. [FRS 102.5.7A].
(a) Revenue
(b) Finance costs
(c) Share of the profit or loss of investments in associates and jointly controlled entities accounted for using the equity method
(d) Profit or loss before taxation
(e) Tax expense (excluding tax allocated to items (h) and (i) below or to equity)
(f) A single amount comprising the total of:*
(i) the post-tax profit or loss of a discontinued operation, and
(ii) the post-tax gain or loss attributable to the impairment or on the disposal of the assets or disposal group(s) constituting discontinued operations
(g) Profit or loss˜
(h) Each item of other comprehensive income classified by nature (excluding amounts in (i))
(i) Share of other comprehensive income of associates and jointly controlled entities accounted for using the equity method
(j) Total comprehensive income

* As set out in paragraph 5.7E (including a column for discontinued operations – see 6.8 below)

The LLP SORP(2017) requires that LLPs using adapted formats show a line item for ‘members’ remuneration charged as an expense' as an additional expense.

Figure 6.15 Profit and loss account – UK company (other than a banking company or insurance company) and LLP – adapted formats

The main modification required for group profit and loss account using adapted formats is the identification of non-controlling interests (see 4.5, 6.3 and 6.4 above). [FRS 102.5.6, 5.7A-C].

While FRS 102 refers to the Regulations, the same requirements apply to LLPs since paragraph 1A(2) of Schedule 1 to the LLP Regulations also allows the use of adapted formats.

The LLP SORP requires that adapted formats show a line item for ‘profit or loss for the financial year before members’ remuneration and profit shares' (in order to give equivalent information to the statutory formats). ‘Members’ remuneration charged as an expense' (which would include related employment costs) must then be deducted as an additional expense, coming to the final line item of ‘profit or loss for the financial year available for discretionary division among members’ (which would correspond to item (g) in Figure 6.15 above). This would be the same presentation on the face of the profit or loss account (or statement of comprehensive income) as discussed for statutory formats at 6.6 below.

So far as is practicable, paragraphs 2 to 9A of the General Rules to the formats – see 4.4 above) apply to the income statement (or profit and loss account section of the single statement of comprehensive income), notwithstanding any such adaptation pursuant to paragraph 1A. [1 Sch 1A(3), 1 Sch 1A(3) (LLP)].

An entity may include additional line items in the income statement and amend the descriptions used in the line items set out in (a) to (j) and the ordering of items, when this is necessary to explain the elements of financial performance, providing the information given is at least equivalent to that required by the profit and loss account format had it not been adapted. [FRS 102.5.5C]. The effect of paragraph 5.5C is to clarify that there is flexibility in the presentation requirements where adapted formats are used (for statutory formats, the General Rules to the formats clearly set out the flexibility for Arabic numbered items, but Arabic numbered items are not used in the adapted formats). While this requirement is included under the single statement approach, in our view, this is also intended to apply to the two statement approach.

The requirement (see 6.7.2 below) that an entity shall present additional line items, headings and subtotals in the statement of comprehensive income (and in the income statement, where presented) when such presentation is relevant to an understanding of the entity's financial performance also applies to adapted formats. [FRS 102.5.9]. Factors to be considered in determining whether to present additional line items, which are highlighted by IAS 1 (which has a similar requirement), include materiality and the nature and function of the items of income and expense. [IAS 1.86].

6.5.1 Other implementation issues (adapted formats)

Schedule 1 to the Regulations (and Schedule 1 to the LLP Regulations) state that adapted formats may be used provided that the information given is at least equivalent to that which would have been required by the use of the statutory format had it not been thus adapted and the presentation is in accordance with generally accepted accounting principles or practice. [1 Sch 1A(2), 1 Sch 1A(2) (LLP)].

The detail of adapted formats is left to accounting standards. The minimum items that FRS 102 requires to be presented in the statement of comprehensive income (in one or two statements), the ability to adapt the headings, and the requirement to present additional line items where relevant to an understanding of financial performance are discussed at 6.5 above.

Section 5 includes additional requirements relevant to the statement of comprehensive income (see 6.7 below) that apply to adapted formats and statutory formats. These include the presentation of turnover, guidance on operating profit (if presented), presentation of an analysis of expenses (see 6.5.2 and 6.7.4 below) and disclosure of the nature and amount of material items included in total comprehensive income (often called ‘exceptional items’, although that term is not used in the standard). FRS 102's requirements for presentation of discontinued operations are discussed at 6.8 below, and for earnings per share (for those entities required to or choosing to present this) at 6.9 below.

These requirements are generally self-explanatory. However, adapted formats must present revenue on the face of the income statement (or single statement of comprehensive income) (see 6.5 above). [FRS 102.5.5B]. FRS 102's requirement to present turnover on the face of the income statement (or statement of comprehensive income, if presented) [FRS 102.5.7D] (see 6.7.1 below) implies that an additional analysis of revenue between turnover and other components of revenue (if any) is required on the face of the income statement (or single statement of comprehensive income). FRS 102 also requires a detailed sub-analysis of revenue, which can be presented in the notes. [FRS 102.23.30(b)]. See Chapter 20 at 3.12.

Other sections of FRS 102 require supplementary analyses of certain line items presented on the face of the income statement (or profit or loss section of the statement of comprehensive income), which may be included in the notes to the financial statements. See relevant chapters of this publication.

FRS 102 also includes further guidance relevant to presentation in the statement of comprehensive income. For instance:

  • incoming dividends and similar income receivable are recognised at an amount that includes any withholding tax but excludes other taxes, such as attributable tax credits. Any withholding tax suffered is shown as part of the tax charge. See further discussion at Chapter 26 at 3.3 and 8.1.2; [FRS 102.29.19] and
  • Section 28 – Employee Benefits – does not specify how the cost of a defined benefit plan should be presented in the profit and loss account. Therefore, entities may present the cost as a single item or disaggregate the cost into components presented separately;
  • Section 23 – Revenue – includes guidance on measurement of revenue, including principal versus agent considerations. See Chapter 20 at 3.2. [FRS 102.23.4].

The Regulations (and LLP Regulations) require UK companies preparing Companies Act accounts (and LLPs preparing non-IAS accounts) to give further supplementary information in respect of certain line items in the notes to the accounts. These disclosures are relevant where adapted formats or statutory formats are used. One complexity is that the information required by the Regulations (or LLP Regulations) is generally framed in respect of line items required in the statutory formats (e.g. turnover), whereas the headings used in the statutory formats may differ to those included where the adapted formats are used. Further information on certain of these statutory disclosures is given in 6.6 below.

FRS 102, the Regulations and LLP Regulations require numerous further disclosures (which may be given in the notes) concerning items recognised in profit or loss. Refer to the disclosure sections of the relevant chapters in this publication.

6.5.2 Illustrative statement of comprehensive income (adapted formats)

Example 6.4 below illustrates a single statement of comprehensive income, where the adapted formats are used. This is based on an illustrative example in IAS 1's Implementation Guidance, modified to illustrate the requirements of FRS 102. In particular,

  • FRS 102 does not require separate presentation in other comprehensive income between items that will not be reclassified to profit or loss and items that may be reclassified subsequently to profit or loss;
  • earnings per share information has not been illustrated (see 6.9 below for entities required to present earnings per share information); [FRS 102.1.4]
  • where there are discontinued operations, FRS 102 requires a line-by-line analysis with columns for continuing, discontinued and total operations (see 6.8 below). Example 6.4 shows only the ‘total column’ required; [FRS 102.5.5B, 5.7E] and
  • an analysis of expenses should be presented, either in the income statement or in the notes to the financial statements, which is equivalent to what would have been presented if statutory formats had been used (see 6.6 below). [FRS 102.5.5B].

The Triennial review 2017 added the requirement in the final bullet point above into FRS 102, where adapted formats are being used. We do not expect this change to significantly affect the amounts presented in the financial statements as, prior to the Triennial review 2017, FRS 102 already required an analysis of expenses by nature or by function. This requirement, which was in paragraph 5.11 of the previous version of FRS 102, has now been removed (see 6.7.4 below).

Example 6.5 below shows the statement of comprehensive income using the two-statement form. This is relevant for both adapted formats and statutory formats because the requirements for the statement of comprehensive income derive from Section 5 (rather than the formats in the Regulations (or LLP Regulations)). As in Example 6.4, the items in other comprehensive income may alternatively be presented net of tax.

The separate income statement (not presented in Example 6.5) would follow the requirements for adapted formats (see 6.5 above) (where permitted for use) or statutory formats (see 6.6 below) and would show the allocation of profit between owners of the parent and non-controlling interest.

Example 6.5 is adapted from an illustrative example in IAS 1, but modified to illustrate the requirements of FRS 102. Example 6.5 looks the same as the latter part of the single statement of comprehensive income presented in Example 6.4 above but only shows the allocation of total comprehensive income between owners of the parent and non-controlling interest. The footnotes included in Example 6.5 relate to the same footnotes as in Example 6.4.

6.6 Statutory formats – format 1 and format 2 profit and loss accounts

An entity must present in the statement of comprehensive income, or in the separate income statement, the items to be presented in a profit and loss account in accordance with one of the profit and loss account statutory formats in Part 1 of the applicable schedule to the Regulations or Part 1 of Schedule 1 to the LLP Regulations. [FRS 102.5.5, FRS 102.5.7]. See 4.1, 4.2 and 6.1 above for discussion as to which formats apply to which types of entity.

The following discussion relates only to the profit and loss account statutory formats for companies applying Schedule 1 to the Regulations and for LLPs. The formats in Schedule 3 to the Regulations applicable to insurance companies and groups are discussed in Chapter 33 at 8. It is beyond the scope of this publication to discuss the formats in Schedule 2 to the Regulations applicable to banking companies and groups. See 4.2.2 and 4.2.3 above for the definitions of banking and insurance companies and groups. However, there is less flexibility to adapt the formats in Schedule 2 and Schedule 3 to the Regulations. These formats still refer to ‘profit or loss on ordinary activities before taxation’, ‘taxation on profit or loss on ordinary activities’, ‘profit (or loss) on ordinary activities after taxation’ and the headings relating to extraordinary items (albeit the latter are not used in practice).

Section B of Part 1 of Schedule 1 to the Regulations (and Section B of Part 1 of Schedule 1 to the LLP Regulations) provide a choice of format 1 and format 2 for the profit and loss account.

The format 1 profit and loss account, which analyses expenses by function, for a UK company (other than a banking company or insurance company) is presented at Figure 6.16 below.

1 Turnover
2 Cost of sales
3 Gross profit or loss
4 Distribution costs
5 Administrative expenses
6 Other operating income
7 Income from shares in group undertakings
8 Income from participating interests
9 Income from other fixed asset investments
10 Other interest receivable and similar income
11 Amounts written off investments
12 Interest payable and similar expenses
Profit or loss before taxation*
13 Tax on profit or loss
14 Profit or loss after taxation
19 Other taxes not shown under the above items
20 Profit or loss for the financial year

* While not in format 1, every profit and loss account must show the amount of a company's profit or loss before taxation (1 Sch 6, Regulations).

See discussion below for modifications in group accounts.

Figure 6.16 Format 1 profit and loss account (UK company other than a banking company or insurance company)

The format 1 profit and loss account for an LLP is presented at Figure 6.17 below.

1 Turnover
2 Cost of sales
3 Gross profit or loss
4 Distribution costs
5 Administrative expenses
6 Other operating income
7 Income from shares in group undertakings
8 Income from participating interests
9 Income from other fixed asset investments
10 Other interest receivable and similar income
11 Amounts written off investments
12 Interest payable and similar expenses
Profit or loss before taxation*
13 Tax on profit or loss
14 Profit or loss after taxation
19 Other taxes not shown under the above items
20 Profit or loss for the financial year before members' remuneration and profit shares
SORP Members' remuneration charged as an expense
SORP Profit or loss for the financial year available for discretionary division among members

* While not in format 1, every profit and loss account must show the amount of an LLP's profit or loss before taxation (1 Sch 6, LLP Regulations).

See discussion below for modifications in group accounts.

SORPRequirements for formats included in the LLP SORP rather than the LLP Regulations.

Figure 6.17 Format 1 profit and loss account (LLP)

The final line in the format 1 and format 2 profit and loss accounts in the LLP Regulations is ‘profit or loss for the financial year before members’ remuneration and profit shares'. The LLP SORP provides further guidance on application of the statutory formats for LLPs, and requires that ‘profit or loss for the financial year before members’ remuneration and profit shares', ‘members’ remuneration charged as an expense' and ‘profit or loss for the financial year available for discretionary division among members’ is presented. The basis on which each element of remuneration has been treated in the accounts should be disclosed and explained by way of note. [LLP SORP.51-54]. The SORP provides guidance and illustrations of LLP profit or loss account for different situations. Detailed guidance on issues specific to LLPs is outside the scope of this publication. The format 2 profit and loss account, which analyses expenses by nature, for a UK company is presented at Figure 6.18 below.

1 Turnover
2 Change in stocks of finished goods and in work in progress
3 Own work capitalised
4 Other operating income
5
  1. Raw materials and consumables
  2. Other external expenses
6 Staff costs
  1. wages and salaries
  2. social security costs
  3. other pension costs
7
  1. Depreciation and other amounts written off tangible and intangible fixed assets
  2. Amounts written off current assets, to the extent that they exceed write-offs which are normal in the undertaking concerned˜
8 Other operating expenses
9 Income from shares in group undertakings
10 Income from participating interests
11 Income from other fixed asset investments
12 Other interest receivable and similar income
13 Amounts written off investments
14 Interest payable and similar expenses
Profit or loss before taxation*
15 Tax on profit or loss
16 Profit or loss after taxation
21 Other taxes not shown under the above items
22 Profit or loss for the financial year

* While not in format 2, every profit and loss account must show the amount of a company's profit or loss before taxation (1 Sch 6, Regulations).

See discussion below for modifications in group accounts.

Figure 6.18 Format 2 for the profit and loss account (UK company other than a banking company or insurance company)

The format 2 profit and loss account for an LLP is presented at Figure 6.19 below. Additional line items are required by the SORP, as discussed above.

1 Turnover
2 Change in stocks of finished goods and in work in progress
3 Own work capitalised
4 Other operating income
5
  1. Raw materials and consumables
  2. Other external expenses
6 Staff costs
  1. wages and salaries
  2. social security costs
  3. other pension costs
7
  1. Depreciation and other amounts written off tangible and intangible fixed assets
  2. Amounts written off current assets, to the extent that they exceed write-offs which are normal in the undertaking concerned˜
8 Other operating expenses
9 Income from shares in group undertakings
10 Income from participating interests
11 Income from other fixed asset investments
12 Other interest receivable and similar income
13 Amounts written off investments
14 Interest payable and similar expenses
Profit or loss before taxation*
15 Tax on profit or loss
16 Profit or loss after taxation
21 Other taxes not shown under the above items
22 Profit or loss for the financial year before members' remuneration and profit shares
SORP Members' remuneration charged as an expense
SORP Profit or loss for the financial year available for discretionary division among members

* While not in format 2, every profit and loss account must show the amount of an LLP's profit or loss before taxation (1 Sch 6, LLP Regulations).

See discussion below for modifications in group accounts.

SORPRequirements for formats included in the LLP SORP (2017) rather than the LLP Regulations.

Figure 6.19 Format 2 for the profit and loss account (LLP)

The main modification required for group profit and loss account statutory formats is the identification of non-controlling interests (see 4.5, 6.3 and 6.4 above) and replacing ‘income from participating interests’ with ‘income from associated undertakings’ and ‘income from other participating interests’ (see 6.6.5 below).

The line items in the formats need to be read together with the notes to the formats in Part 1 of Section B of Schedule 1 to the Regulations (and Part 1 of Section B of Schedule 1 to the LLP Regulations). [1 Sch 1, 1 Sch 1 (LLP)]. The individual line items in the profit and loss account formats (together with the relevant notes to the statutory formats) are discussed at 6.6.1 to 6.6.14 below.

The General Rules to the formats (see 4.4 above) apply. As all of the line items are denoted with Arabic numbers, these allow a degree of flexibility in the profit and loss account formats. FRS 102 further requires that an entity shall present additional line items, headings and subtotals in the statement of comprehensive income (and in the separate income statement, where presented) when such presentation is relevant to an understanding of the entity's financial performance. [FRS 102.5.9]. See 6.7.2 below.

Section 5 includes additional requirements relevant to the statement of comprehensive income (see 6.7 below). FRS 102's requirements for presentation of discontinued operations are discussed at 6.8 below, and for earnings per share (for those entities required to or choosing to present this) at 6.9 below.

Other sections of FRS 102 also require supplementary analysis of certain line items presented on the face of the income statement (or profit or loss section of the statement of comprehensive income), which may be included in the notes to the financial statements. The Regulations (and LLP Regulations) require UK companies preparing Companies Act accounts (and LLPs preparing non-IAS accounts) to give further supplementary information in respect of certain line items in the notes to the accounts. These disclosures are relevant where adapted formats or statutory formats are used. Some of these disclosures are highlighted in the discussion of line items at 6.6.1 to 6.6.14 below.

FRS 102, the Regulations and LLP Regulations require numerous further disclosures (which may be given in the notes to the financial statements) concerning items recognised in profit or loss. The LLP Regulations generally include similar disclosures to the Regulations. Refer to the disclosure sections of other chapters of this publication.

6.6.1 Turnover (format 1 and format 2)

Turnover, in relation to a company (or LLP), is defined as ‘the amounts derived from the provision of goods and services, after deduction of:

  1. trade discounts,
  2. value added tax, and
  3. any other taxes based on the amounts so derived.’ [s474(1), s474(1) (LLP), FRS 102 Appendix I].

FRS 102 has the same definition as in section 474(1).

FRS 102 further requires that turnover is presented on the face of the income statement (or statement of comprehensive income, if presented). [FRS 102.5.7D]. See 6.7.1 below.

Not all income reported in the profit and loss account is turnover, nor is the concept of turnover synonymous with revenue. For example, a company may receive rental or interest income – while these would be types of revenue under FRS 102, these may or may not fall to be reported as turnover. Similarly, an entity whose business includes renting out properties to tenants would include rental income within turnover, but this may be ‘other operating income’ for another entity. An entity whose business is as a lessor and receives finance lease income would report that interest income in the position of the turnover line (although it may well be described as finance lease income), but an entity that merely receives interest income on its bank deposits or other investments would report that interest income as ‘other interest receivable and similar income’. Where significant judgement is applied in determining which sources of revenue qualify as turnover, it may be appropriate to include an accounting policy for turnover and explain these judgements.

See 3.3.2.A above for the segmental disclosures of turnover required in Companies Act accounts (or non-IAS accounts, for an LLP).

6.6.2 Cost of sales. Distribution costs. Administrative expenses (format 1)

The format 1 profit and loss account requires a functional classification of expenses – between cost of sales, distribution costs and administrative expenses. These categories of cost are not defined in the Regulations (or LLP Regulations). The allocation of costs will depend on the particular circumstances of an entity's business, and should be applied consistently. Judgement may be required in allocating costs to certain functions and, where this is the case, it may be appropriate to include an accounting policy for the allocation of expenses explaining significant judgements taken (see 8.3 below). The following discussion provides guidance for the types of items that often fall within these headings.

Cost of sales for a manufacturer would generally include production costs (including direct material, payroll and other costs and direct and indirect overheads attributable to the production function) and adjustments for opening and closing inventory. For a service provider, these would include the costs of providing the service.

Distribution costs would generally include transport and warehousing costs for the distribution of finished goods. Selling and marketing costs (such as advertising, payroll costs of the selling, marketing and distribution functions, sales commission and overheads attributable to the selling, marketing and distribution functions) are often included in this heading.

Administrative expenses would generally include payroll costs of general management and administrative staff, general overheads, property costs not classified within cost of sales or distribution costs, bad debts, professional fees and often goodwill amortisation and impairment.

Note (14) on the profit and loss account formats (format 1) (and the equivalent requirement for LLPs)20 require that cost of sales, distribution costs and administrative expenses are stated after taking into account any necessary provisions for depreciation or diminution in value of assets.

UK companies and LLPs sometimes show other line items (e.g. research and development costs) or amend or combine other line items, taking advantage of the flexibility available in the Regulations. FRS 102 requires additional line items, headings and subtotals when relevant to an understanding of the entity's financial performance (see 6.7.2 below). [FRS 102.5.9].

6.6.3 Gross profit (format 1)

The format 1 profit and loss account requires gross profit or loss, i.e. turnover less cost of sales, to be shown as a separate line item.

6.6.4 Other operating income (format 1 and format 2)

Other operating income is not defined in the Regulations (or LLP Regulations). In practice, this line item would often include government grant income, operating lease income, other rental income or negative goodwill amortisation.

This line item may include exchange gains arising from trading transactions, following previous UK GAAP practice. While this has not been included in FRS 102, the Legal Appendix to SSAP 20 – Foreign currency translation – stated that ‘Gains or losses arising from trading transactions should normally be included under “Other operating income or expense” while those arising from arrangements which may be considered as financing should be disclosed separately as part of “Other interest receivable / payable and similar income / expense”. …’. [SSAP 20.68].

6.6.5 Income from shares in group undertakings. Income from participating interests (format 1 and format 2)

The formats for the individual profit and loss account include ‘income from shares in group undertakings’, and ‘income from participating interests’. Dividend income from shares in group undertakings and from participating interests would be included within these line items.

For the group profit and loss account statutory formats, ‘income from participating interests’ is replaced with ‘income from associated undertakings’ and ‘income from other participating interests’. Income from associated undertakings would usually include the share of the profit or loss of associates and jointly controlled entities. Income from shares in group undertakings will not arise in consolidated financial statements unless there are unconsolidated subsidiaries.

The meanings of group undertakings, participating interests and associated undertakings are explained at 5.3.4.C to 5.3.4.E above.

Incoming dividends and similar income receivable are recognised at an amount that includes any withholding tax but excludes other taxes, such as attributable tax credits. Any withholding tax suffered is shown as part of the tax charge. [FRS 102.29.19]. See 6.6.9 below.

FRS 102 requires separate disclosure of the entity's share of the profit or loss of associates accounted for using the equity method and the entity's share of any discontinued operations of such associates. [FRS 102.14.14]. The same information is required for jointly controlled entities. [FRS 102.15.20]. There is no requirement to present this information on the face of the statement of comprehensive income (or separate income statement). However, entities may consider adapting the heading ‘income from associated undertakings’ to show the share of the profit or loss of investments in associates and jointly controlled entities (even if the analysis of this between investments in associates and jointly controlled entities is relegated to the notes).

FRS 102 does not address where fair value movements are presented in the profit and loss account formats when investments in subsidiaries, associates and jointly controlled entities are carried at fair value through profit and loss in consolidated and / or individual financial statements. [FRS 102.9.9-9B, 9.26, 9.26A, 14.4-4B, 15.9-9B]. Chapter 8 at 3.4 and 4, Chapter 12 at 3.3.1, and Chapter 13 at 3.6.2 and 3.6.3 discuss the situations where this accounting is required or permitted. In our view, entities may present fair value gains and fair value losses on such investments, where material, adjacent to income from shares in group undertakings and income from participating interests (but disclosed separately). FRS 102 would require additional line items on the face of the statement of comprehensive income (or separate income statement), where relevant to an understanding of the entity's financial performance (see 6.7.2 below). Where this accounting is used, all the disclosures in Section 11 in respect of such investments will be required, as explained at 10.3.1 below. [FRS 102.9.27B].

6.6.6 Income from other fixed asset investments. Other interest receivable and similar income (format 1 and format 2)

The formats have two line items – ‘income from other fixed asset investments’, and ‘other interest receivable and similar income’. Note (15) on the profit and loss account formats (format 1 and format 2) (and the equivalent requirement for LLPs)21 state that income and interest derived from group undertakings must be shown separately from income and interest derived from other sources. For LLPs, interest receivable from members must also not be included under these line items.

Incoming dividends and similar income receivable are recognised at an amount that includes any withholding tax but excludes other taxes, such as attributable tax credits. Any withholding tax suffered is shown as part of the tax charge. [FRS 102.29.19]. See 6.6.9 below.

In our view, entities may present fair value gains and fair value losses on other fixed asset investments, where material, adjacent to income from other fixed asset investments, but disclosed separately.

Section 28 does not specify how the net interest on the net defined benefit liability should be presented in the profit and loss account (see Chapter 25 at 3.6.10.A). The net interest could be either a positive or negative figure. In our view, net interest could be presented in either ‘other finance income’, ‘interest payable’ or another component of profit or loss provided the basis of allocation is explained.

‘Other interest receivable and similar income’ may include exchange gains arising from financing arrangements, e.g. loans, following previous UK GAAP practice. See 6.6.4 above.

The presentation of gains on settlement of financial liabilities is not addressed by FRS 102. In our view, entities may show the gains on settlement within ‘other interest receivable and similar income’, or where material, present the gains adjacent to interest receivable and similar income but disclosed separately.

FRS 102 requires, inter alia, further analyses of income, expense and net gains or net losses (including fair value changes) by specified category of financial instrument. Interest expense and interest income (calculated using the effective interest method) for financial assets and financial liabilities not at fair value, and impairment losses for each class of financial asset must also be disclosed. There are also extensive disclosures for financial instruments at fair value through profit or loss (that are not financial liabilities held as part of a trading portfolio nor derivatives). These can be disclosed in the notes to the financial statements. [FRS 102.11.48-48A, 12.26]. Certain of these disclosures are not required where the reduced disclosure framework is applied in individual financial statements of a qualifying entity that is not a financial institution. [FRS 102.1.8, 1.12(c)]. See Chapter 10 at 11.

6.6.7 Amounts written off investments (format 1 and format 2)

The line item ‘amounts written off investments’ would be used for impairments of fixed asset investments (including investments in subsidiaries, associates and jointly controlled entities) carried at cost less impairment in the individual financial statements. It would be usual to present a write-back of a previous provision under the same heading as where the provision was originally recognised (in the same way as an adjustment to reverse a bad debt provision would also be shown within administrative expenses).

The positioning of this line item between ‘other interest income receivable and similar income’ and ‘interest payable and similar charge’ is below where many entities would position operating profit, where presented (see 6.7.3 below). FRS 102 is silent on where impairments of investments should be presented. Nevertheless, some entities may find it appropriate, based on the nature of their business, to report ‘amounts written off investments’ within operating profit.

FRS 102 requires disclosure of impairment losses for each class of financial asset, i.e. a grouping that is appropriate to the nature of the information disclosed and that takes into account the characteristics of the financial assets. [FRS 102.11.48(c)]. In addition, disclosure of impairment losses and reversals of impairment losses (and the line items in which those impairment losses are included) is required separately for investments in associates and investments in jointly controlled entities. [FRS 102.27.33(e)-(f)].

In addition, a UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts) must disclose separately in a note to the accounts (if not shown separately in the profit and loss account): [1 Sch 19(3), 1 Sch 20(2), 1 Sch 19(3) (LLP), 1 Sch 20(2) (LLP)]

  • provisions for diminution in value; and
  • any amounts written back in respect of such provisions.

These disclosures apply where the fixed asset investment is accounted for using the historical cost rules (see 10.1 below). The application of the historical cost depreciation and diminution rules (including these disclosures) to fixed assets accounted for using the alternative accounting rules (i.e. at revaluation) is explained at 10.2.2 below. The disclosures do not apply to fixed asset investments held at fair value using the fair value accounting rules (see 10.3 below).

6.6.8 Interest payable and similar expenses (format 1 and format 2)

‘Interest payable and similar expenses’ would include finance costs on financial liabilities (including shares classified as a financial liability or where a component of the share is classified as a financial liability).

Note (16) on the profit and loss account formats (format 1 and format 2) (and the equivalent requirement for LLPs)22 states that interest payable to group undertakings must be shown separately from income and interest derived from other sources. For LLPs, interest payable to members must also not be included under these line items. The LLP SORP explains how interest payable to members is treated (and when it falls to be treated as part of members' remuneration as an expense). [LLP SORP.21, 54].

The presentation of losses on settlement of financial liabilities is not addressed by FRS 102. In our view, entities may show the losses on settlement within other interest payable and similar expenses, or, where material, present the losses adjacent to other interest payable and similar expenses but disclosed separately.

Section 28 does not specify how the net interest on the net defined benefit liability should be presented in the profit and loss account (see Chapter 25 at 3.6.10.A). The net interest could be either a positive or negative figure. In our view, net interest could be presented in either ‘other finance income’, ‘interest payable’ or another component of profit or loss provided the basis of allocation is explained.

This line item may also include exchange losses arising from financing arrangements, such as loans, following previous UK GAAP practice. See 6.6.4 above.

FRS 102 does not address the presentation of unwind of discounts on provisions. However, FRS 12 – Provisions, contingent liabilities and contingent assets – required this to be disclosed as other finance costs adjacent to interest. [FRS 12.48]. In our view, entities can continue to follow this previous UK GAAP presentation of unwind of discounts under FRS 102.

FRS 102 requires, inter alia, further analyses of income, expense and net gains or net losses (including fair value changes) by specified category of financial instrument. Interest expense and interest income (calculated using the effective interest method) for financial assets and financial liabilities not at fair value, and impairment losses for each class of financial asset must also be disclosed. There are also extensive disclosures for financial instruments at fair value through profit or loss (that are not financial liabilities held as part of a trading portfolio nor derivatives). These can be disclosed in the notes to the financial statements. [FRS 102.11.48-48A, 12.26]. Certain of these disclosures are not required where the reduced disclosure framework is applied in individual financial statements of a qualifying entity that is not a financial institution. [FRS 102.1.8, 1.12(c)]. See Chapter 10 at 11.

In addition, a UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts) must state in the notes to the accounts: the amount of interest on or any similar charges in respect of: (1) bank loans and overdrafts, and (2) loans of any other kind made to the company (or the LLP). This analysis is not required in relation to interest or charges on loans to the company (or the LLP) from group undertakings but applies to all other loans, whether made on security of debentures or not. [1 Sch 66, 1 Sch 63 (LLP)].

6.6.9 Tax on profit (or loss) (format 1 and format 2)

Tax includes current and deferred tax. FRS 102 states that income tax includes all domestic and foreign taxes that are based on taxable profit. Income taxes also include taxes, such as withholding tax on distributions payable by a subsidiary, associate or joint venture to the reporting entity. [FRS 102.29.1]. In some situations, entities may need to apply judgement in determining whether a particular tax or tax credit is an income tax and whether to classify interest and penalties as tax. See Chapter 26 at 3.2. FRS 102 requires disclosures of judgements in applying accounting policies with the most significant effect on the financial statements – see 8.3 below.

Incoming dividends and similar income receivable are recognised at an amount that includes any withholding tax but excludes other taxes, such as attributable tax credits. Any withholding tax suffered is shown as part of the tax charge. [FRS 102.29.19].

A UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts) must give further disclosures in respect of tax on profit or loss in the notes to the accounts. [1 Sch 67, 1 Sch 64 (LLP)]. FRS 102's disclosures in respect of current and deferred tax are discussed in Chapter 26 at 11.

6.6.10 Own work capitalised (format 2)

The format 2 profit and loss account includes a line item for ‘own work capitalised’.

Own work capitalised may arise, for example, where an entity capitalises the directly attributable costs of constructing its own property, plant and equipment. [FRS 102.17.10]. The costs are reported in the relevant line items and a credit item is shown in own work capitalised.

6.6.11 Staff costs (format 2)

The format 2 profit and loss account has a line item for ‘staff costs’, to be analysed between wages and salaries, social security costs and pension costs (see 8.6 below for the definitions). The format 1 profit and loss account does not have a line item for staff costs.

UK companies and LLPs, whether preparing Companies Act accounts (non-IAS accounts, for an LLP) or IAS accounts, must disclose information on staff numbers and on staff costs in the notes to the accounts (insofar as not stated elsewhere in the accounts). [s411, s411(LLP)]. See 8.6 below. There are certain disclosure exemptions for UK companies subject to the small companies regime and LLPs subject to the small LLPs regime.

6.6.12 Depreciation and other amounts written off tangible and intangible fixed assets and amounts written off current assets to the extent that they exceed write-offs which are normal in the undertaking concerned (format 2)

The format 2 profit and loss account has separate line items for ‘depreciation and other amounts written off tangible and intangible fixed assets’ and ‘amounts written off current assets to the extent that they exceed write offs which are normal in the undertaking concerned’.

Entities may also show provisions against current assets under different headings, e.g. changes in stocks / raw materials and consumables (for inventory – see 6.6.13 below) or ‘other operating expenses’ (e.g. this heading might be used for bad debts – see 6.6.14 below). Judgement is needed as to whether such provisions exceed write offs that are normal and fall to be presented as amounts written off current assets to the extent that they exceed write offs which are normal in the undertaking concerned.

6.6.13 Changes in stocks of finished goods and work in progress and raw materials and consumables (format 2)

The format 2 profit and loss account includes separate line items for the ‘change in stocks of finished goods and work in progress’ and for ‘raw materials and consumables’.

‘Raw materials and consumables’ would include purchases of raw materials and consumables, adjusted for changes in stocks of raw materials and consumables.

6.6.14 Other external expenses and other operating expenses (format 2)

The format 2 profit and loss account includes separate line items for: ‘other external expenses’ and for ‘other operating expenses’. The Regulations and LLP Regulations do not define these terms. There is therefore likely to be diversity in practice in the allocation of costs between these headings, but a consistent policy should be followed.

‘Other operating expenses’ may include exchange losses arising from trading transactions, following previous GAAP practice. See 6.6.4 above.

6.7 Requirements applicable to both approaches (adapted formats and statutory formats)

FRS 102 includes supplementary requirements relating to the statement of comprehensive income (beyond the requirements to follow the formats permitted by the Regulations or LLP Regulations).

6.7.1 Disclosure of turnover on the face of the statement of comprehensive income (or separate income statement)

Turnover must be disclosed on the face of the income statement (or statement of comprehensive income, if presented). [FRS 102.5.7D].

However, not all income reported in the profit and loss account is turnover, nor is the concept of turnover synonymous with revenue. See 6.6.1 above.

FRS 102 also requires a detailed analysis of revenue (which may be included in the notes to the financial statements) showing at a minimum: revenue arising from the sale of goods, the rendering of services, interest, royalties, dividends, commissions, grants and any other significant type of revenue. Contract revenue recognised as revenue must also be disclosed. [FRS 102.23.30(b), 23.31].

6.7.2 Additional line items, headings and subtotals

An entity shall present additional line items, headings and subtotals in the statement of comprehensive income (and in the income statement, if presented) when such presentation is relevant to an understanding of the entity's financial performance. [FRS 102.5.9]. Judgement is needed in determining whether additional items should be presented, where material and relevant. Factors to be considered, highlighted by IAS 1 (which has a similar requirement), include materiality and the nature and function of the items of income and expense. [IAS 1.86].

While any amendments to the income statement (or profit and loss section of the statement of comprehensive income) would need to comply with the General Rules to the formats (see 4.4 above), the statutory formats provide flexibility since the profit and loss account line items are denoted with Arabic numbers.

Where adapted formats are used, any amendments made would need to comply so far as is practicable with the General Rules to the formats. FRS 102 explains that an entity may include additional line items in the income statement and amend the descriptions used in paragraph 5.5B (i.e. for the line items (a) to (j)) (see Figure 6.15 at 6.5 above) and the ordering of items, when this is necessary to explain the elements of financial performance, providing the information given is at least equivalent to that required by the profit and loss account format had it not been adapted. [FRS 102.5.5C]. The effect of this is to clarify the extent of flexibility available in the presentation requirements where adapted formats are used (for statutory formats, the General Rules to the formats clearly set out the flexibility for Arabic numbered items, but Arabic numbers do not appear in the adapted formats). While this requirement is included under the single statement approach, in our view, this is intended to also apply where the two statement approach is applied.

6.7.2.A Presentation of alternative performance measures

A press release on additional and exceptional items issued by the FRC in 2013 includes guidance relevant to the presentation of additional subtotals, particularly alternative performance measures, by FRS 102 reporters. See 6.7.5.B below. The FRC also completed a thematic review in November 2017 on the use of alternative performance measures, the findings of which can be used to assess and enhance disclosures in this area.23

The presentation of alternative performance measures has been considered by the IASB. While these requirements have not been included in FRS 102 and so are not mandatory, the recent amendments to IAS 1 are discussed below.

Amendments to IAS 1 – Disclosure Initiative – explains that when an entity presents subtotals in accordance with paragraph 85 of IAS 1 (which is similar to the requirements of paragraphs 5.5C and 5.9 of FRS 102, discussed at 6.7.2 above), those subtotals must:

  • be comprised of line items made of amounts recognised and measured in accordance with IFRS;
  • be presented and labelled in a manner that makes the line items that constitute the subtotal clear and understandable;
  • be consistent from period to period; and
  • not be displayed with more prominence than the subtotals and totals required in IFRS for the statement(s) presenting profit or loss and other comprehensive income. [IAS 1.85A].

An entity shall present the line items in the statement(s) presenting profit or loss and other comprehensive income that reconcile any such ‘additional subtotals’ presented, with the subtotals or totals required in IFRS for such statements. [IAS 1.85B].

In addition, in June 2015, ESMA published its final guidance on presentation of Alternative Performance Measures. This applies to regulated information and prospectuses published by issuers of securities admitted to trading on a regulated market from July 2016. The guidelines do not apply to the financial statements but would apply to the management report (e.g. the strategic report) of entities in scope. ESMA have also published a series of ‘question and answer’ documents, the latest being published in October 2017, to support this guidance. All of the guidance is available on the ESMA website.24 It is likely that most entities in scope of the ESMA guidance will be applying EU-adopted IFRS. The FRC's thematic review noted above, refers to the ESMA guidance and considered whether alternative performance measures disclosed in the strategic reports it reviewed, were consistent with these guidelines.

6.7.3 Disclosure of operating profit

FRS 102 does not require disclosure of ‘operating profit’. If an entity elects to disclose operating profit, the entity should ensure that the amount disclosed is representative of activities that would normally be regarded as ‘operating’, e.g. it would be inappropriate to exclude items clearly related to operations (such as inventory write-downs and restructuring and relocation expenses) because they occur irregularly or infrequently or are unusual in amount. The Triennial review 2017 further adds that it would be inappropriate to exclude profits or losses on the sale of property, plant and equipment, investment property and intangible assets. Similarly, it would be inappropriate to exclude items on the grounds that they do not involve cash flows, such as depreciation and amortisation expenses. However, the Triennial review 2017 added that profits or losses on the disposal of a discontinued operation should be excluded from operating profit. [FRS 102.5.9B]. The illustrative example of a statement of comprehensive income presented in the Appendix to Section 5, has been amended accordingly.

The income statement (or profit and loss section of the statement of comprehensive income) identifies separate line items for the share of the profit or loss of investments in associates and jointly controlled entities accounted for using the equity method in adapted formats (see 6.5 above). For entities presenting a measure of operating profit using the adapted formats, in our view, it is acceptable for an entity to determine which investments form part of its operating activities and include their results in that measure, with the results of non-operating investments excluded from it. Another acceptable alternative would be to exclude the results of all associates and jointly controlled entities from operating profit.

6.7.4 Analysis of expenses by nature or function

The statutory formats in Schedule 1 to the Regulations (and Schedule 1 to the LLP Regulations) (see 6.6 above) require an analysis of expenses by nature (where the format 2 profit and loss account is adopted) or by function (where the format 1 profit and loss account is adopted), and where the adapted formats available in those schedules are used (see 6.5 above), FRS 102 requires an analysis of expenses to be presented either in the income statement or in the notes to the financial statements, which is equivalent to what would have been presented if the statutory formats had been adopted. [FRS 102.5.5B]. The Triennial review 2017 removed from FRS 102 the previous requirement to, unless otherwise required under the Regulations, present an analysis of expenses using a classification based on either the nature of expenses or the function of expenses within the entity, whichever provides information that is reliable and more relevant. However, this change in the Triennial review 2017 was made to reduce duplication of what is already a requirement of the Regulations. [FRS 102.BC.B5.5]. Therefore, we do not expect this change to affect the amounts presented in financial statements,

Where an entity applies FRS 102 but is not required to prepare its accounts in accordance with the CA 2006, we consider that the entity must comply with the formats (and disclosures in the notes to the statutory formats, where the statutory formats are applied) but is not required to give the other statutory disclosures.

Schedule 1 to the Regulations (and the LLP Regulations) require certain information about the nature of expenses to be provided as line items in format 2 and in the notes to the accounts where format 1 is applied:

  • the format 2 profit and loss account includes line items for staff costs (see 6.6.11 above) and ‘depreciation and other amounts written off tangible and intangible fixed assets’ (see 6.6.12 above);
  • all UK companies (and LLPs), except companies subject to the small companies regime (and LLPs subject to the small LLPs regime) must present the analysis of staff costs in the notes to the accounts, insofar as not stated elsewhere in the accounts (see 8.6 below). This requirement applies both to Companies Act accounts (non-IAS accounts, for an LLP) and IAS accounts; and
  • note (17) on the profit and loss account formats (and the equivalent requirement for LLPs)25 state that the amount of depreciation and other amounts written off tangible and intangible fixed assets must be disclosed in a note to the accounts where the format 1 profit and loss account is used.

In addition, a UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts) must disclose separately in a note to the accounts (if not shown separately in the profit and loss account): [1 Sch 19(3), 1 Sch 20(2), 1 Sch 19(3) (LLP), 1 Sch 20(2) (LLP)]

  • provisions for diminution in value of fixed assets; and
  • any amounts written back in respect of such provisions.

These disclosures must be given where statutory or adapted formats are used. These disclosures apply where the fixed assets in question are accounted for using the historical cost rules (see 10.1 below). The application of the historical cost depreciation and diminution rules (including these disclosures) to fixed assets accounted for using the alternative accounting rules (i.e. at revaluation) is explained at 10.2.2 below. The disclosures do not apply to fixed asset investments held at fair value using the fair value accounting rules (see 10.3 below).

The statutory disclosures overlap with disclosures in FRS 102 of depreciation, amortisation and impairment charges (see Chapter 15 at 3.9, Chapter 16 at 3.5.2, Chapter 17 at 4.2, Chapter 24 at 8 and Chapter 31 at 2.7.2), [FRS 102.17.31(e), 18.27(e), 19.26-26A, 27.32-33, 34.10], defined contribution expense, [FRS 102.28.40], and the cost of defined benefit plans (see Chapter 25 at 3.12). [FRS 102.28.41(g)].

6.7.5 Presentation of ‘exceptional items’

FRS 102 does not use the phrase ‘exceptional items’ nor does the standard contain prescriptive presentation requirements for exceptional items. When items included in total comprehensive income are material, their nature and amount must be disclosed separately in the statement of comprehensive income (and in the income statement, if presented) or in the notes. [FRS 102.5.9A]. The level of prominence given to such items is left to the judgement of the entity concerned. Materiality is discussed at 9.4 below.

A UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts) must state the amount, nature and effect of any individual items of income and expenditure which are of exceptional size or incidence in the notes to the accounts. [1 Sch 69(2), 1 Sch 67(2) (LLP)].

Many UK companies preparing financial statements using EU-adopted IFRS (to which the statutory disclosure above does not apply) continue to refer to ‘exceptional items’ and this is likely to be the case under FRS 102 as well. Since FRS 102 does not use the term ‘exceptional items’, it is important that entities clearly define what items are considered to be an ‘exceptional item’ (or other similar term used) and state this in the accounting policies included in the financial statements. The FRC published a press release on exceptional items in December 2013 (see 6.7.5.B below).

FRS 102 does not give examples of such items, but IAS 1 states that circumstances that would give rise to the separate disclosure of items of income and expense include: [IAS 1.98]

  1. write-downs of inventories to net realisable value or of property, plant and equipment to recoverable amount, as well as reversals of such write-downs;
  2. restructurings of the activities of an entity and reversals of any provisions for the costs of restructuring;
  3. disposals of items of property, plant and equipment;
  4. disposals of investments;
  5. discontinued operations;
  6. litigation settlements; and
  7. other reversals of provisions.

See 6.8 below for FRS 102's requirements on presentation of discontinued operations.

6.7.5.A Presentation in the statement of comprehensive income

As entities reporting under FRS 102 must follow the formats for the profit and loss account in the Regulations (or LLP Regulations), exceptional items will need to be included within the appropriate statutory format headings, where the statutory formats are used. In most cases, attributing exceptional items to the relevant format heading will be straightforward.

The General Rules to the formats (see 4.4 above) allow the profit and loss account to include income or expenditure not otherwise covered by any of the items listed in the statutory format, and permit or require certain adaptations to the line items given an Arabic number.

There is potentially more flexibility over presentation of exceptional items where adapted formats (see 6.5 above) are used, although (subject to any amendments permitted by paragraph 5.5C of FRS 102) the minimum items required must be presented on the face of the statement of comprehensive income.

FRS 102 does not specify categories of exceptional items that must be reported below operating profit. However, it does include guidance on items that it would be inappropriate to exclude from operating profit. See 6.7.3 above.

6.7.5.B FRC Press release on exceptional items

In December 2013, the FRC issued Press Release PN 108 on the need to improve reporting of additional and exceptional items by companies and ensure consistency in their presentation. It noted that the Financial Reporting Review Panel had identified a significant number of companies that report exceptional items on the face of the income statement and include subtotals to show the profit before such items (sometimes referred to as ‘underlying profit’). While the FRC stated that many companies present additional line items in the income statement to provide clear and useful information on the trends in the components of their profit in the income statement, as required by IAS 1, the FRC has identified a number where the disclosure fell short of the consistency and clarity required, with a consequential effect on the profit reported before such items.

The FRC set out the following factors that companies should have regard to, in judging what to include in additional items and underlying profit:

  • the approach taken in identifying additional items that qualify for separate presentation should be even handed between gains and losses, clearly disclosed and applied consistently from one year to the next. It should also be distinguished from alternative performance measures used by the company that are not intended to be consistent with IFRS principles;
  • gains and losses should not be netted off in arriving at the amount disclosed unless otherwise permitted;
  • where the same category of material items recurs each year and in similar amounts (for example, restructuring costs), companies should consider whether such amounts should be included as part of underlying profit;
  • where significant items of expense are unlikely to be finalised for a number of years or may subsequently be reversed, the income statement effect of such changes should be similarly identified as additional items in subsequent periods and readers should be able to track movements in respect of these items between periods;
  • the tax effect of additional items should be explained;
  • material cash amounts related to additional items should be presented clearly in the cash flow statement;
  • where underlying profit is used in determining executive remuneration or in the definition of loan covenants, companies should take care to disclose clearly the measures used; and
  • management commentary on results should be clear on which measures of profit are being commented on and should discuss all significant items which make up the profit determined according to IFRSs.

While the press release refers to IFRSs, the same factors would apply to FRS 102 financial statements.

6.7.6 Presentation of extraordinary items

An entity applying the adapted formats or statutory formats in Schedule 1 to the Regulations shall not present or describe any items of income or expense as extraordinary items in the statement of comprehensive income (or in the income statement, if presented) or in the notes. [FRS 102.5.10]. This requirement also applies to LLPs. The concept of extraordinary items also does not appear in Schedule 1 to the Regulations and Schedule 1 to the LLP Regulations.

However, Schedules 2 and 3 to the Regulations do refer to extraordinary items, so theoretically the concept of an extraordinary items still exists in those schedules. FRS 102 states that ‘extraordinary items are material items possessing a high degree of abnormality which arise from events or transactions that fall outside the ordinary activities of the reporting entity and which are not expected to recur.’ The additional line items required to be disclosed by paragraph 5.9 (see 6.7.2 above) and material items required to be disclosed by paragraph 5.9A (see 6.7.5 above) are not extraordinary items when they arise from the entity's ordinary activities. In addition, extraordinary items do not include prior period items merely because they relate to a prior period. [FRS 102.5.10B].

Ordinary activities are defined as ‘any activities which are undertaken by a reporting entity as part of its business and such related activities in which the reporting entity engages in furtherance of, incidental to, or arising from, these activities. Ordinary activities include any effects on the reporting entity of any event in the various environments in which it operates, including the political, regulatory, economic and geographical environments, irrespective of the frequency or unusual nature of the events’. [FRS 102.5.10A].

While this guidance has not been included in FRS 102, Appendix II to FRS 101 (which has similar requirements to FRS 102 in respect of extraordinary items) states that ‘entities should note that extraordinary items are extremely rare as they relate to highly abnormal events or transactions’. [FRS 101 Appendix II.11]. Consequently, we do not anticipate that banking and insurance companies still permitted to disclose extraordinary items will do so in practice under FRS 102.

6.8 Presentation of discontinued operations (adapted formats and statutory formats)

FRS 102 requires an entity to disclose on the face of the income statement (or statement of comprehensive income) an amount comprising the total of:

  1. the post-tax profit or loss of discontinued operations (see definition at 6.8.1 below); and
  2. the post-tax gain or loss attributable to the impairment or on the disposal of the assets or disposal group(s) constituting discontinued operations (see 5.5 above for the definition of disposal group).

A line-by-line analysis must be presented in the income statement (or statement of comprehensive income), with columns presented for continuing operations, discontinued operations and for total operations. This requirement applies both to adapted formats (this is line item (f) – see Figure 6.15 at 6.5 above) and statutory formats. [FRS 102.5.5B, 5.7E]. This means more detailed disclosure than is commonly seen under IFRS 5, but the line-by-line analysis is to enable compliance with the profit and loss account formats in the Regulations (or the LLP Regulations).

There is no requirement to analyse other comprehensive income between continuing and discontinued operations.

The disclosures for discontinued operations must relate to operations discontinued by the end of the reporting period for the latest period presented, with re-presentation of prior periods where applicable. [FRS 102.5.7F].

An entity must also disclose its share of the profit or loss of associates accounted for using the equity method and its share of any discontinued operations of such associates, [FRS 102.14.14], and the same information for jointly controlled entities. [FRS 102.15.20].

6.8.1 Definition of discontinued operation

FRS 102 defines a discontinued operation as a component of an entity (i.e. operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes from the rest of the entity) that has been disposed of and: [FRS 102 Appendix I]

  1. represented a separate major line of business or geographical area of operations;
  2. was part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; or
  3. was a subsidiary acquired exclusively with a view to resale.

The definition of discontinued operations in FRS 102 differs to that included in IFRS 5 in that it refers to ‘a component of an entity that has been disposed of’ whereas IFRS 5 refers to a ‘component of an entity that either has been disposed of or is classified as held for sale’ [emphasis added]. As noted at 6.8 above, the presentation of discontinued operations relates to operations disposed of at the reporting date.

IFRS 5, which has the same definition of a component as in FRS 102, clarifies that ‘a component of an entity will have been a cash-generating unit or a group of cash-generating units while being held for use’. [IFRS 5.31]. Under both IFRSs and FRS 102, a cash generating unit is ‘the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets’. [IFRS 5 Appendix A, FRS 102.27.8, FRS 102 Appendix I]. See Chapter 24 at 4.2. Management may consider IFRS 5's guidance on a component, as permitted by the hierarchy in Section 10. [FRS 102.10.4-6].

FRS 102 does not clarify the phrase ‘has been disposed of’. In our view, the phrase ‘has been disposed of’ may be interpreted more widely than a sale. An entity's management must use judgement in developing and applying an accounting policy and may consider the requirements and guidance in IFRS 5. IFRS 5's requirements would be consistent with a view that a component meeting any of the criteria (a) to (c) is discontinued if, at the end of the reporting period, the component is an abandoned operation, or the entity has partially disposed of (but lost control of) the operation or has distributed the operation. However, since the phrase ‘has been disposed of’ has not been explained further in FRS 102, different interpretations of what this means may be sustained.

6.8.2 Adjustments to amounts previously presented in discontinued operations in prior periods

FRS 102 does not address adjustments to amounts previously presented in discontinued operations. Given the absence of specific requirements in FRS 102, management may consider the requirements and guidance of IFRSs in this area.

IFRS 5 requires that adjustments in the current period to amounts previously presented in discontinued operations that are directly related to the disposal of a discontinued operation in a prior period are classified separately in discontinued operations. The nature and amount of such adjustments must be disclosed. Examples given of circumstances in which these adjustments may arise include the following: [IFRS 5.35]

  • the resolution of uncertainties that arise from the terms of the disposal transaction, such as the resolution of purchase price adjustments and indemnification issues with the purchaser;
  • the resolution of uncertainties that arise from and are directly related to the operations of the component before its disposal, such as environmental and product warranty obligations retained by the seller; and
  • the settlement of employee benefit plan obligations, provided that the settlement is directly related to the disposal transaction.

6.8.3 Trading between continuing and discontinued operations

Discontinued operations remain consolidated in group financial statements and therefore, any transactions between discontinued and continuing operations are eliminated as usual in the consolidation. As a consequence, the amounts ascribed to the continuing and discontinued operations will be income and expense only from transactions with counterparties external to the group. Importantly, this means the results presented on the face of the income statement will not necessarily represent the activities of the operations as individual entities, particularly when there has been significant trading between the continuing and discontinued operations. Some might consider the results for the continuing and discontinued operations on this basis to be of little use to readers of accounts. An argument could be made that allocating external transactions to or from the discontinued operations would yield more meaningful information.

One approach would be to fully eliminate transactions for the purpose of presenting the income statement then provide supplementary information.

6.8.4 First-time adoption

There is no longer an exception for discontinued operations on first time adoption. The first-time adoption exception for discontinued operations was removed by the Triennial review 2017. However, this exception remains applicable for accounting periods beginning before 1 January 2019 (or before adoption of the Triennial review 2017 amendments, if earlier) The exception stated that, on first-time adoption of FRS 102, an entity shall not retrospectively change the accounting that it followed under its previous financial reporting framework for discontinued operations. See Chapter 32 at 4.3 of EY UK GAAP 2017 for discussion of the (eliminated) transition exception.

6.8.5 Example of presentation of discontinued operations

The above example is taken from the Appendix to Section 5 (which accompanies but is not part of that section, and provides guidance on application of paragraph 5.7E for presenting discontinued operations). In our view, it would also be good practice to include ‘as restated’ in the total column in the comparatives.

6.9 Earnings per share (adapted formats and statutory formats)

IAS 33 – Earnings per Share – must be followed by an entity whose ordinary shares or potential ordinary shares are publicly traded or that files, or is in the process of filing its financial statements with a securities commission or other regulatory organisation for the purpose of issuing ordinary shares in a public market. IAS 33 also applies to an entity that chooses to disclose voluntarily earnings per share (EPS). [FRS 102.1.4].

IAS 33 requires an entity to present the basic and diluted EPS for profit or loss from continuing operations attributable to ordinary equity holders of the parent entity, and for total profit or loss attributable to ordinary equity holders of the parent entity. This must be given for each class of ordinary share that has a different right to share in profit for the period. [IAS 33.9, 33.66]. Basic and diluted EPS must be presented with equal prominence in the statement of comprehensive income (or on the face of the income statement, if presented) for every period for which a statement of comprehensive income is presented. [IAS 33.66-67A].

An entity may disclose basic and diluted EPS for discontinued operations either in the statement of comprehensive income (or on the face of the income statement, if presented) or in the notes. [IAS 33.68-68A].

Basic and diluted EPS is presented even if the amounts are negative, i.e. a loss per share. [IAS 33.69]. If basic and diluted EPS are equal, dual presentation can be achieved in one line in the statement of comprehensive income. [IAS 33.67].

IAS 33 provides further requirements on the calculation of basic and diluted EPS and on the accompanying disclosures. See Chapter 33 of EY International GAAP 2019 for further details.

7 STATEMENT OF CHANGES IN EQUITY

An entity must present a statement of changes in equity, or if certain conditions are met and an entity chooses to, a statement of income and retained earnings (see 7.2 below). [FRS 102.6.1].

Equity is the residual interest in the assets of the entity after deducting all its liabilities. It may be sub-classified in the statement of financial position. For example, sub-classifications may include funds contributed by shareholders, retained earnings, and gains or losses recognised directly in equity. [FRS 102.2.22, FRS 102 Appendix I].

Section 22 – Liabilities and Equity – requires certain financial instruments – that would otherwise meet the definition of a liability – to be classified as equity because they represent the residual interest in the net assets of the entity. Puttable financial instruments, and instruments (or components of instruments) that contain obligations only on liquidation are, therefore, classified as equity providing the criteria for equity classification are met. [FRS 102.22.4-5].

See Chapter 10 at 5 for the classification of financial instruments as debt or equity.

FRS 102's requirements for the statement of changes in equity are similar to those included in IFRSs.

The Regulations and LLP Regulations do not require a statement of changes in equity to be presented but do require an analysis of movements on reserves and certain disclosures relating to dividends and appropriations. In practice, the analysis of movements in reserves could be combined with the statement of changes in equity. See 7.1 below.

7.1 Information to be presented in the statement of changes in equity

The statement of changes in equity presents an entity's profit or loss for a reporting period, other comprehensive income for the period, the effects of changes in accounting policies and corrections of material errors recognised in the period and the amounts of investments by, and dividends and other distributions to, equity investors during the period. [FRS 102.6.2].

The effects of corrections of material errors and changes in accounting policies are presented as retrospective adjustments of prior periods rather than as part of profit or loss in the period in which they arise. [FRS 102.5.8]. This is why such errors and changes in accounting policies are reported as separate line items in the statement of changes in equity (or, if presented, the statement of income and retained earnings). [FRS 102.6.3(b), 6.5(c), (d)]. The retrospective adjustments for material errors and changes in accounting policy are consistent with the requirements of IFRSs.

The statement of changes in equity shows: [FRS 102.6.3-3A, FRS 102 Appendix I]

  1. total comprehensive income for the period (the sum of profit and loss and other comprehensive income – see 6 above) showing separately the total amounts attributable to owners of the parent and to non-controlling interests (see 4.5 above);
  2. for each component of equity, the effects of retrospective application (of accounting policies) or retrospective restatement recognised in accordance with Section 10; and
  3. for each component of equity, a reconciliation between the carrying amount at the beginning and the end of the period, separately disclosing changes resulting from:
    1. profit or loss;
    2. other comprehensive income (which must be analysed by item, either in the statement of changes in equity or in the notes); and
    3. the amounts of investments by, and dividends and other distributions to, owners, showing separately issues of shares, purchase of own share transactions, dividends and other distributions to owners, and changes in ownership interests in subsidiaries that do not result in a loss of control.

It can be seen that (a) above is effectively a sub-total of the sum of the items required by (c)(i) and (c)(ii). Items required to be recognised in other comprehensive income are listed at 6.2 above.

FRS 102 does not define a ‘component of equity’. However, IAS 1, which has a similar requirement to (c) above, states that ‘components of equity’ include, for example, each class of contributed equity, the accumulated balance of each class of other comprehensive income and retained earnings. [IAS 1.108].

In our view, the components presented should (as a minimum) include the components of capital and reserves relating to the headings and subheadings set out in the statutory formats (see 5.3.12 above), bearing in mind that an analysis of movements in these reserves is already required by the Regulations (or LLP Regulations) (see below) However, other components of equity might include, for example, the cash flow hedge reserve or fair value movements accumulated in equity on available-for-sale financial assets (where IAS 39 is applied). For UK companies and LLPs, these reserves would be included within the statutory fair value reserve required by the fair value accounting rules (see 10.3 below).

Where adapted formats are used, FRS 102 requires separate sub-classifications for classes of equity (such as share capital, share premium, retained earnings, revaluation reserve and fair value reserve) to be shown either on the face of the statement of financial position or in the notes to the financial statements (see 5.1.12 above). [FRS 102.4.2B(g)]. These sub-classifications are likely to represent, at a minimum, components of equity for the purposes of the statement of changes in equity.

7.1.1 Related disclosures in the Regulations and LLP Regulations

Where there have been transfers to or from any reserves (and the reserves are shown as separate line items in the balance sheet, or would be so shown, if Arabic-numbered line items were not combined as permitted by paragraph 4(2)(b) of the General Rules to the formats – see 4.4 above), a UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts) must disclose, in the notes to the accounts, in respect of the aggregate of reserves included in the same item:

  • the amount of the reserves at the beginning and end of the financial year;
  • any amounts transferred to or from the reserve during that year; and
  • the source and application respectively of any amounts transferred.

This information must be presented in tabular form. [1 Sch 59(1)-(2), 1 Sch 57(1) (LLP)-(2)]. Comparatives are required under the general requirements of FRS 102 (as there is not a specific exemption). [FRS 102.3.14].

This disclosure requirement is relevant to both statutory formats and adapted formats. For statutory formats, the movements in reserves will include the headings and sub-headings listed in the statutory formats (see 5.3.12 above). For adapted formats, in our view, it would be appropriate to present the movements in reserves for the classes of equity identified on the face of the statement of financial position or in the notes to the financial statements (see 5.1.12 above), which would normally be the same components of equity identified when presenting the statement of changes in equity. [FRS 102.4.2B(g)].

UK companies preparing Companies Act accounts (relevant to adapted formats and statutory formats) are required to state in the notes to the accounts: [1 Sch 43]

  • any amount set aside to (or proposed to be set aside to), or withdrawn from (or proposed to be withdrawn from) reserves;
  • the aggregate amount of dividends paid in the financial year (other than those for which a liability existed at the immediately preceding balance sheet date);
  • the aggregate amount of dividends that the company is liable to pay at the balance sheet date; and
  • the aggregate amount of dividends that are proposed before the date of approval of the accounts, and not otherwise disclosed above.

The LLP Regulations only require LLPs preparing non-IAS accounts to state in the notes to the accounts any amount set aside to (or proposed to be set aside to), or withdrawn from (or proposed to be withdrawn from) reserves. [1 Sch 43 (LLP)].

Particulars must be given of the proposed appropriation of profit or treatment of loss or, where applicable, particulars of the actual appropriation of profits or treatment of the losses. [1 Sch 72B, 1 Sch 70B (LLP)].

Where an entity declares dividends to holders of its equity instruments after the end of the reporting period, those dividends are not recognised as a liability because no obligation exists at that time, but FRS 102 permits an entity to show the dividend as a segregated component of retained earnings at the end of the reporting period. [FRS 102.32.8]. However, the Triennial review 2017 has introduction an exception to this requirement to allow the tax effects of dividends which qualify as gift aid payments by subsidiaries to their charitable parents to be taken into account at the reporting date when it is probable that the gift aid payment will be made in the following nine months; [FRS 102.29.14A]. See Chapter 26 at 7.6.1.

FRS 102 requires an entity to disclose the fair value of non-cash assets distributed to its owners in the reporting period (except when the non-cash assets are ultimately controlled by the same parties before and after the distribution). [FRS 102.22.18].

7.1.2 Example of statement of changes in equity

FRS 102 does not include an illustrative statement of changes in equity. Example 6.7 illustrates the requirements below.

An analysis is required of other comprehensive income by item in the statement of changes in equity or in the notes to the accounts. [FRS 102.6.3A]. The detail in which this analysis must be presented is not specified.

The LLP SORP provides detailed guidance on the statement of changes in equity (and on the SORP's requirement for an LLP to present, either as a primary statement or in the notes, a reconciliation of members' interests). The SORP defines members' interests as comprising both ‘other members’ interests' and ‘loans and other debts due to members’ less any amounts due from members in debtors and specifies the format for the reconciliation of members' interests. Comparatives, i.e. the full table reconciling movements in the comparative year, are required, where this reconciliation is presented as a primary statement. [LLP SORP.59-60A].

Not all LLPs have equity (e.g. if the LLP's partnership interests are classified entirely as liabilities). The LLP SORP clarifies that no statement of changes in equity is required in such circumstances (unless a reconciliation of members' interests is presented as a primary statement) but requires that a statement should be made on the face of one of the primary statements or in the notes to the accounts that the LLP has no equity and consequently a statement of changes in equity is not given. [LLP SORP.59A].

7.2 Statement of income and retained earnings

The purpose of a statement of income and retained earnings is to present an entity's profit or loss and changes in retained earnings for a reporting period.

An entity is permitted (but is not required) to present a statement of income and retained earnings in place of a statement of comprehensive income and a statement of changes in equity if the only changes to its equity in the periods for which financial statements are presented arise from: [FRS 102.6.4]

  • profit or loss;
  • payment of dividends;
  • corrections of prior period errors; and
  • changes in accounting policy.

In essence, this means that the statement of income and retained earnings may be presented where the entity does not have items of other comprehensive income, investments by equity investors or non-dividend distributions to equity investors in the current or comparative periods presented.

The statement of income and retained earnings shows the following items in addition to the information required in the statement of comprehensive income by Section 5: [FRS 102.6.5]

  • retained earnings at the beginning of the reporting period;
  • dividends declared and paid or payable during the period;
  • restatements of retained earnings for corrections of prior period material errors;
  • restatements of retained earnings for changes in accounting policy; and
  • retained earnings at the end of the reporting period.

See Example 6.8 which illustrates a statement of income and retained earnings.

The LLP SORP does not recommend that LLPs present a statement of income and retained earnings, on the grounds that it will be of little benefit to users of LLP financial statements in most cases. [LLP SORP.26A].

8 NOTES TO THE FINANCIAL STATEMENTS

FRS 102 sets out the principles underlying the information to be presented in the notes and how to present it. Notes contain information in addition to that presented in the primary statements. Notes provide narrative descriptions or disaggregations of items presented in those statements and information about items that do not qualify for recognition in those statements. Most sections of FRS 102 require disclosures that are normally presented in the notes. [FRS 102.8.1].

UK companies preparing Companies Act accounts are required by the CA 2006 (principally Part 15), the Regulations and other applicable regulations to disclose certain information in the notes to the accounts. See, for example, the disclosures identified in Chapter 1 at 6.7. Similarly, LLPs preparing non-IAS accounts are required by the CA 2006 (as applied to LLPs by SI 2008/1911), the LLP Regulations and other applicable regulations to disclose certain information in the notes to the accounts. Certain of these statutory disclosures have been commented on in the discussion of the statutory formats at 5.3 and 6.6 above (because they represent additional analyses for line items required in the balance sheet or profit and loss account) but the disclosures generally apply where adapted formats are used as well.

This section looks at, in particular, the statutory disclosures on staff costs; off-balance sheet arrangements; guarantees, contingencies and commitments; and directors' advances, credits and guarantees.

Statutory disclosures relevant to specific accounting topics are addressed in other chapters of this publication. This publication is not intended to include a comprehensive discussion of all such disclosures. In particular, this publication does not cover the statutory disclosures required in the notes to Companies Act accounts and IAS accounts relating to directors' remuneration (in accordance with Schedule 5 to the Regulations), or of the profit (including members' remuneration) attributable to the member of an LLP with the largest entitlement to profit (including members' remuneration). [1 Sch 66 (LLP)]. The LLP SORP provides further guidance on disclosure of members' remuneration for LLPs. [LLP SORP.20, 51-54, 71-73].

This publication also does not address the disclosure of auditor remuneration for auditing of the annual accounts and other services, required by section 494 of the CA 2006 and The Companies (Disclosure of Auditor Remuneration and Liability Limitation Agreements) Regulations 2008 (SI 2008/489, as amended by SI 2011/2198 and SI 2016/649). [s494, s494 (LLP)].

TECH 14/13 FRF – Disclosure of Auditor Remuneration, issued by the ICAEW in December 2013, provides guidance on disclosure of auditor remuneration. TECH 14/13 FRF does not reflect the amendments that were made by SI 2016/649:26

  • to remove the requirement for companies subject to the small companies regime to disclose, in a note to the annual accounts, the amount of any remuneration receivable by the auditor for the auditing of those accounts.

    This disclosure remains for medium-sized companies; and

  • to restrict the conditions for exemption for a subsidiary company, from disclosing remuneration for services other than the auditing of the company's accounts in the subsidiary's individual accounts, to situations where the statutory auditor of the subsidiary company is the same as the statutory auditor of the parent that is required to prepare and does prepare group accounts in accordance with the CA 2006 (which consolidate the subsidiary).

    The other conditions for use of this exemption by a subsidiary company were unchanged. There was also no change to the conditions for the same exemption for the individual accounts of a parent company.

The changes made by SI 2016/649 also affect LLPs [s494 (LLP)] and entities such as qualifying partnerships (unless exempt under regulation 7 of The Partnerships (Accounts) Regulations 2008) that are required to comply with these disclosures (see 4.2.4 and 4.2.5 above).27

8.1 Structure of the notes

FRS 102 requires the presentation of notes to the financial statements that: [FRS 102.8.2]

  1. present information about the basis of preparation of the financial statements and the specific accounting policies used;
  2. disclose the information required by FRS 102 that is not presented on the face of the primary statements; and
  3. provide information that is not presented elsewhere in the financial statements, but is relevant to an understanding of any of them.

The notes should, as far as practicable, be presented in a systematic manner. Each item in the financial statements should be cross-referenced to any related information in the notes. [FRS 102.8.3].

The notes are normally presented in the following order: [FRS 102.8.4]

  1. a statement that the financial statements have been prepared in compliance with FRS 102 (see 3.8 above);
  2. a summary of significant accounting policies applied (see 8.2 below);
  3. supporting information for items presented in the financial statements, in the sequence in which each statement and each line item is presented; and
  4. any other disclosures.

The Triennial review 2017 removed most references to ‘a summary of’ where the requirements relating to significant accounting policies are referred to in Section 8. We do not consider this to be a substantive change and the level of detail required in relation to accounting policies is the same as was required in the previous version of FRS 102. See 8.2 below. The reference to ‘a summary of’ was not removed from paragraph 8.4(b) of FRS 102 however we do not consider this to be intentional or have substantive implications.

These requirements of FRS 102 are consistent with the traditional order of financial statements. The Regulations require that the notes to the accounts of a company give the information set out in Part 3 of Schedule 1, 2 or 3 to the Regulations, as applicable, in the order in which, where relevant, the items to which they relate are presented in the balance sheet and in the profit and loss account. [1 Sch 42(2)]. The LLP Regulations similarly require that the notes to an LLP's accounts give the information set out in Part 3 of Schedule 1 to the LLP Regulations in this same order. [1 Sch 42(2) (LLP)]. The same applies in group accounts of UK parent companies and parent LLPs. [6 Sch 1(1), 3 Sch 1 (LLP)]. This requirement is emphasised by way of a footnote to paragraph 8.4 in FRS 102 which states: ‘Company law requires the notes to be presented in the order in which, where relevant, the items to which they relate are presented in the statement of financial position and in the income statement’. In our view, this restriction only applies to those entities subject to such statutory restrictions. Beside UK companies and LLPs, these restrictions also impact other entities such as qualifying partnerships (unless exempt under regulation 7 of The Partnerships (Accounts) Regulations 2008) that are required to prepare their annual accounts in accordance with the CA 2006 (see 4.2.4 and 4.2.5 below).

In recent years, a number of entities have adopted a different placement of information with the aim of ensuring that the financial statements are understandable and avoid immaterial clutter that can obscure useful information. For example, some entities have grouped the notes to the financial statements so that these deal with related accounting topics and / or integrated the accounting policies for particular items within the relevant notes. Some entities have distinguished between the most significant accounting policies and other accounting policies, which may be relegated to an appendix to the financial statements. As FRS 102 refers to ‘normally presented in the following order’, this allows some flexibility subject to meeting, where relevant, the statutory requirements.

The IASB has an ongoing Disclosure Initiative looking at materiality, principles for disclosure in the notes to the financial statements and other presentation and disclosure matters which may be of interest to FRS 102 reporters. As part of this initiative, in December 2014, the IASB published Amendments to IAS 1 – Disclosure Initiative. The amendments clarify, inter alia, that entities have flexibility over the order of the notes (i.e. these do not need to be presented in the traditional order highlighted above), provided that the notes are presented in a systematic manner.

IAS 1 requires that an entity must, as far as practicable, present notes in a systematic manner (and in determining this, must consider understandability and comparability of its financial statements). Each item in the primary statements should be cross referenced to related information in the notes. [IAS 1.113]. Examples of a systematic ordering or grouping of notes given by IAS 1 include: [IAS 1.114]

  • giving prominence to the areas of its activities that the entity considers to be most relevant to an understanding of its financial performance and position, such as grouping together information about particular operating activities;
  • grouping together information about items measured similarly such as assets measured at fair value; or
  • a presentation similar to that discussed in paragraph 8.4 of FRS 102.

In July 2014, the FRC Lab published a report – Accounting policies and integration of related financial information, following a project involving 16 companies and 19 institutional investors, analysts and representative organisations (supplemented by an online survey) which looked at:

  • accounting policies: which policies are disclosed, the content of what is disclosed and their placement;
  • the notes to the financial statements: the ordering, grouping and combining notes; and
  • the financial review: its integration with the primary statements.

The FRC Lab report found that most investors viewed the combining of tax expense and tax balance sheet notes as logical but there was little support for combining other notes. The case for significant change in note order has not been made with some investors preferring the traditional order, some preferring company-specific ordering and some expressing no preference. Investors valued consistency of note order across companies and time; a table of contents was considered helpful, especially where notes are ordered differently. Most investors preferred the traditional approach of placing management commentary and financial statement information in separate sections of the annual report, while some saw merit in increased analysis of financial statement line items that an integrated commentary can provide.

UK companies, LLPs and entities required to prepare their accounts in accordance with the CA 2006 that experiment with alternative methods of structuring the notes will need to ensure that they comply with the statutory requirements on note structure referred to above.

8.2 Significant accounting policies

The disclosure of significant accounting policies should include the measurement basis (or bases) used in preparing the financial statements and the other accounting policies used that are relevant to an understanding of the financial statements. [FRS 102.8.5]. FRS 102 explains that measurement is the process of determining the monetary amounts at which assets, liabilities, income and expenses are measured in the financial statements and involves the selection of a basis of measurement. Section 2 specifies which measurement basis an entity must use for many types of assets, liabilities, income and expenses. Examples of common measurement bases are historical cost and fair value. [FRS 102.2.33-34].

Judgement is clearly required when deciding which are the significant accounting policies and the level of detail required in the disclosure of accounting policies. In recent years, the FRC has continued to comment on the quality of disclosure of accounting policies, including particularly revenue recognition policies. The FRC's Corporate Reporting Review function has challenged companies where the information is not company-specific or is generic (including boilerplate text from accounting standards); and where accounting policies that might have been expected given the business model described were not present (e.g. if the business model includes distinct and significant revenue streams described in the business review; accounting policies relevant to each stream would be expected). Accounting policies should be given for material transactions, particularly if unusual or non-recurring but the FRC does not expect immaterial or irrelevant policies to be disclosed. Industry-specific accounting policies should be clearly disclosed, avoiding industry specific jargon.28

The FRC Lab Report – Accounting policies and integration of related financial information, which is available on the FRC website, highlights the views of investors (including consensus views on the attributes of significant policies and qualities for the content of policy disclosures) and sets out ‘dos and don'ts’ from the FRC's Corporate Reporting Review team. Subsequently, the FRC Lab published a report that looked at approaches taken to the presentation of significant accounting policies and other accounting policies by one listed company.29

Disclosure of particular accounting policies is especially useful to users when those policies are selected from alternatives allowed in FRS 102 (e.g. the accrual or performance model for government grants). Indeed, as indicated below, FRS 102 often explicitly requires accounting policies, where material, to be disclosed in such situations. In addition, disclosure is useful where it relates to significant accounting policies not specifically required to be disclosed but which have been selected by management in accordance with the hierarchy in Section 10.

FRS 102 specifically requires disclosure (where material) of certain accounting policies, including:

  • the accounting policies adopted for the recognition of revenue (including the methods adopted to determine the stage of completion of transactions involving the rendering of services and the methods used to determine construction contract revenue recognised in the period and the stage of completion of construction contracts in progress); [FRS 102.23.30(a), 23.31(b), (c)]
  • the measurement basis (or bases) used for financial instruments and the other accounting policies used for financial instruments that are relevant to an understanding of the financial statements; [FRS 102.11.40, 12.26]
  • the accounting policies adopted in measuring inventories, including the cost formula used; [FRS 102.13.22(a)]
  • for each class of property, plant and equipment, the measurement bases used for determining the gross carrying amount; [FRS 102.17.31(a)]
  • a description of the methods used to account for the investments in subsidiaries, jointly controlled entities and associates in the separate financial statements of a parent; [FRS 102.9.27(b)]
  • the accounting policy for investments in associates and for investments in jointly controlled entities in individual and consolidated financial statements; [FRS 102.14.12(a), 15.19(a)]
  • the accounting policy adopted for grants; [FRS 102.24.6(a)]
  • the accounting policy adopted for each category of termination benefits that an entity provides to its employees; [FRS 102.28.43]
  • the accounting policies adopted for heritage assets, including details of the measurement bases used; [FRS 102.34.55(c)] and
  • the measurement basis used for public benefit entity concessionary loans and any other accounting policies which are relevant to the understanding of these transactions within the financial statements. [FRS 102.PBE.34.95].

FRS 102 also specifically requires disclosure (where material) of methods used in applying accounting policies, including:

  • for all financial assets and financial liabilities measured at fair value, the basis for determining fair value e.g. quoted market price in an active market or a valuation technique (and when a valuation technique is used, the assumptions applied in determining fair value for each class of financial assets and financial liabilities); [FRS 102.11.43, 12.26]
  • the methods used to establish the amount of fair value change attributable to changes in own credit risk for financial instruments measured at fair value through profit or loss (not required for financial liabilities held as part of a trading portfolio nor derivatives). (If the change cannot be measured reliably or is not material, that fact must be stated); [FRS 102.11.48A(b), 12.26]
  • the methods and significant assumptions applied in: [FRS 102.16.10(a), 17.32A, 18.29A, 34.7(b), 34.7B, 34.10A]
    • determining the fair value of investment property;
    • estimating the fair values of items of property, plant and equipment stated at revalued amounts;
    • estimating the fair values of intangible assets accounted for at revalued amounts;
    • determining the fair value of each class of biological asset (where the fair value model is applied); and
    • determining the fair value at the point of harvest of each class of agricultural produce (under the fair value model, and for any agricultural produce measured at fair value less costs to sell at the point of harvest under the cost model).
  • for each class of intangible assets, the useful lives or the amortisation rates used and the reasons for choosing those periods, and the amortisation methods used; [FRS 102.18.27(a)-(b)]
  • for each business combination (excluding any group reconstructions) effected during the period, the useful life of goodwill, and if this cannot be reliably estimated, supporting reasons for the period chosen; [FRS 102.19.25(g)]
  • for each class of property, plant and equipment, the useful lives or the depreciation rates used, and the depreciation methods used; [FRS 102.17.31(b)-(c)] and
  • for each class of biological asset measured using the cost model, the useful lives or depreciation rates used, and the depreciation methods used. [FRS 102.34.10(c)-(d)].

A UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts) is also required to disclose the accounting policies used in determining the amounts to be included in respect of items shown in the balance sheet and in determining the profit or loss of the company (or the LLP), in the notes to the accounts. [1 Sch 44, 1 Sch 44 (LLP)].

The Regulations (and LLP Regulations) specifically require the note on accounting policies to include:

  • accounting policies with respect to depreciation and diminution in value of assets; [1 Sch 44, 1 Sch 44 (LLP)]
  • the items affected and the basis of valuation adopted for each item measured using the alternative accounting rules, e.g. where property, plant and equipment is revalued (see 10.2 below); [1 Sch 34(2), 1 Sch 34(2) (LLP)] and
  • the amortisation period for capitalised development costs, together with the reasons for capitalising the development costs (see 10.1.3 below). [1 Sch 21, 1 Sch 21 (LLP)].

The notes to the accounts must also include the following:

  • where in exceptional cases the useful life of intangible assets (including goodwill) cannot be reliably estimated, the amortisation period (which must not exceed ten years) chosen by the directors (or the members of the LLP), together with the reasons for choosing that period; and [1 Sch 22, 1 Sch 22 (LLP)]
  • the basis of translating sums denominated in foreign currencies into sterling (or the currency in which the accounts are drawn up). [1 Sch 70, 1 Sch 68 (LLP)].

While not required by the Regulations (or LLP Regulations), it would be usual to make these disclosures in the note on accounting policies.

It is common for financial statements to disclose the accounting convention used in their preparation. An example is given below, although the nature of the departures from the historical cost convention will depend on an entity's accounting policies.

8.3 Judgements in applying accounting policies

Significant accounting policies or other notes must disclose the judgements, apart from those involving estimations, that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements. [FRS 102.8.6].

Examples of judgements in applying accounting policies include: whether a lease is classified as an operating or finance lease; whether a transaction is a business combination or an asset transaction; and whether the entity is acting as principal or agent in a revenue transaction.

FRS 102 specifically requires disclosure of certain judgements (although in general, there are fewer such disclosures required than under IFRSs), for example:

  • the basis for concluding that control exists when the parent does not own (directly or indirectly through subsidiaries) more than half the voting power of an investee; [FRS 102.9.23]
  • the name of any subsidiary excluded from consolidation and the reason for exclusion; [FRS 102.9.23]
  • the reasons for a change in functional currency of either the reporting entity or a significant foreign operation; [FRS 102.30.27]
  • material uncertainties related to events or conditions that cast significant doubt upon the entity's ability to continue as a going concern; and [FRS 102.3.8-9]
  • the basis of preparation and the reasons, when adopting the non-going concern basis. [FRS 102.3.8-9].

8.4 Information about key sources of estimation uncertainty

The notes to the financial statements should also disclose information about the key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. In respect of those assets and liabilities, the notes shall include details of their nature and their carrying amount as at the end of the reporting period. [FRS 102.8.7].

FRS 102 specifically requires disclosure of certain key assumptions, e.g. the principal actuarial assumptions used (including discount rates, expected rates of salary increases, medical cost trend rates and any other material actuarial assumptions used). [FRS 102.28.41(k)]. See also some of the disclosures of methods and assumptions noted at 8.3 above.

In addition, the Regulations (and LLP Regulations) require that the notes to the accounts include the significant assumptions underlying the valuation models and techniques used to determine financial instruments, investment property, living animals and plants and stocks measured at fair value (under the fair value accounting rules) (see 10.3.4 and 10.4.3 below). [1 Sch 55(2)(a), 1 Sch 53(2)(a) (LLP)].

IAS 1 includes the same requirement as FRS 102 on disclosure of key sources of estimation uncertainty. [IAS 1.125], but contains considerably more explanatory guidance that management may consider, as permitted by the hierarchy in Section 10, in determining how to make the above disclosure. See Chapter 3 at 5.2 of EY International GAAP 2019.

8.5 Other notes disclosures in the presentation sections of FRS 102

An entity shall disclose in the notes to the financial statements: [FRS 102.3.24]

  • the legal form of the entity, its country of incorporation and the address of its registered office (or principal place of business, if different from the registered office); and
  • a description of the nature of the entity's operations and its principal activities unless this is disclosed in the business review (or similar statement) accompanying the financial statements.

An entity's principal activities will often be explained in the strategic report as part of the business review.

The date the financial statements were authorised for issue and who gave that authorisation must be disclosed. If the entity's owners or others have the power to amend the financial statements after issue, the entity shall disclose that fact. [FRS 102.32.9]. See Chapter 29 at 3.5.1.

The above requirement overlaps with the requirements in the CA 2006 for the company's directors to approve the annual accounts and for a director, on behalf of the board, to sign the company balance sheet (with the printed name of the director signing on behalf of the board stated in published and filed copies).30 [s414, s433, s444-447]. For LLPs, the same requirements apply but the annual accounts are approved by the members of the LLP and are signed, on behalf of the members, by a designated member. [s414 (LLP), s433 (LLP), s444 (LLP)-s447 (LLP)]. However, the disclosures on authorisation of the financial statements required by FRS 102 are also often included as a separate note to the financial statements.

In addition, individual and group accounts of a company (or an LLP) must state:

  • the part of the UK in which the company (or the LLP) is registered;
  • the company's (or the LLP's) registered number;
  • whether the company is a public or private company and whether it is limited by shares or by guarantee (no equivalent disclosure for LLPs);
  • the address of the company's (or the LLP's) registered office; and
  • where appropriate, the fact that the company (or the LLP) is being wound up.

This disclosure requirement applies to both Companies Act accounts (non-IAS accounts, for an LLP) and IAS accounts. [s396(A1), s397(1), s404(A1), s406(1), s396(A1) (LLP), s397(1) (LLP), s404(A1) (LLP), s406(1) (LLP)].

8.6 Staff numbers and costs (and number of members of an LLP)

A UK company (or an LLP) must disclose in the notes to the annual accounts: [s411(1), s411(2), s411 (5), s411(1) (LLP), s411(2) (LLP), s411(5) (LLP)]

  1. the average number of persons employed by the company (or the LLP) in the financial year:
  2. the average number of persons within each category of persons so employed.

    This means an analysis of (a) by category selected by the company's directors (or the members of the LLP), having regard to the manner in which the company's (or the LLP's) activities are organised;

  3. in respect of all persons employed by the company (or the LLP) during the financial year under contracts of service, the aggregate amounts of:
    1. wages and salaries paid or payable in respect of the year to those persons;
    2. social security costs incurred by the company (or the LLP) on their behalf; and
    3. other pension costs so incurred

    unless stated elsewhere in the company's (or the LLP's) accounts.

This disclosure applies both to Companies Act accounts (non-IAS accounts, for an LLP) and IAS accounts. The information in (c) may already be stated elsewhere in the company's (or the LLP's) accounts where the format 2 profit and loss account is used.

UK companies subject to the small companies regime (and LLPs subject to the small LLPs regime) are only required to disclose the information in (a) above (see Chapter 5 at 11.1.6 and 11.4.2.C).

Where group accounts are prepared, the information in (a) to (c) above is required both for the consolidated group (i.e. the company (or the LLP) and its consolidated subsidiary undertakings) [s411(7), s411(7) (LLP)] and for the company (or the LLP).

The average number of persons employed is determined by dividing the ‘relevant annual number’ by the number of months in the financial year. The relevant annual number is determined by ascertaining the number of persons employed under contracts of service by the company (or the LLP) for each month in the financial year (whether throughout the month or not – so including both part-time and full-time employees) and then adding together all the monthly numbers. The number of persons so employed in each category is determined in a similar way. [s411(3)-(4), s411(3) (LLP)-(4) (LLP)].

Wages and salaries, and social security costs are determined by reference to payments made or costs incurred in respect of all persons employed by the company (or the LLP) during the financial year under contracts of service. [s411(5), s411(5) (LLP), 4 Sch 12 (LLP), 10 Sch 14].

Social security costs mean any contributions by the company (or the LLP) to any state social security or pension scheme, fund or arrangement. [s411(6), s411(5) (LLP), 4 Sch 12 (LLP), 10 Sch 14].

Pension costs include any costs incurred by the company (or the LLP) in respect of any pension scheme established for the purpose of providing pensions for current or former employees; any sums set aside for the future payment of pensions directly by the company (or the LLP) to current or former employees; and any pensions paid directly to such persons without having first been set aside. [s411(6), s411(6) (LLP), 4 Sch 12 (LLP), 10 Sch 14]. Pension costs exclude contributions to a state pension scheme – these are disclosed as social security costs.

The disclosures relate to persons employed on ‘contracts of service’ with the company (or the LLP) (meaning an employment contract) and, therefore, exclude self-employed people such as contractors or consultants. Executive directors generally have a contract of service, but non-executive directors may have contracts for services (rather than a contract of service). Where this is the case, the non-executive directors would be excluded from the above disclosure. All directors fall within the scope of statutory directors' remuneration disclosures (as noted at 8 above, these are beyond the scope of this publication).

In groups, employees with contracts of service with one entity (such as the parent or a corporate services entity) may be seconded to another group entity or paid by another entity, sometimes with costs recharged. In such cases, we would recommend that entities supplement the statutory disclosures for persons with contracts of service with additional information on staff costs and staff numbers, explaining the particular situation, including the impact on the profit and loss account.

LLPs preparing non-IAS accounts must also disclose the average number of members of the LLP in the financial year. This is computed by dividing the relevant annual number (i.e. determining the number of members of the LLP for all or part of each month in the financial year, and then adding together all the monthly numbers) by the number of months in the financial year. [1 Sch 66(1)-(2) (LLP)].

FRS 102 also includes disclosures in respect of share-based payment and employee benefits (see Chapter 23 at 14 and Chapter 25 at 3.12).

8.7 Off balance sheet arrangements

A UK company (or an LLP) must disclose the following information in the notes to the accounts if, in any financial year, the company (or the LLP) is or has been party to arrangements that are not reflected in its balance sheet and, at the balance sheet date, the risks or benefits arising from those arrangements are material:

  1. the nature and business purpose of the arrangements; and
  2. the financial impact of the arrangements on the company (or the LLP).

The information need only be given to the extent necessary for enabling the financial position to be assessed.

This disclosure applies both to Companies Act accounts (non-IAS accounts, for an LLP) and IAS accounts.

UK companies subject to the small companies regime (and LLPs subject to the small LLPs regime) are only required to give the disclosure in (a) above – see Chapter 5 at 11.1.5.H and 11.4.2.E).

In group accounts, the disclosures relate to the company and the undertakings included in the consolidation. [s410A, s410A (LLP)]. Where group accounts are prepared, the information in (a) and (b) is given for both the consolidated group and the company (or the LLP).

Section 410A implements the requirement for disclosure of ‘off-balance sheet arrangements’ included in Directive 2006/46/EC. Recital 9 to the EU Directive states:

‘Such off-balance sheet arrangements could be any transactions or agreements which companies may have with entities, even unincorporated ones that are not included in the balance sheet. Such off-balance sheet arrangements may be associated with the creation or use of one or more Special Purpose Entities (SPEs) and offshore activities designed to address, inter alia, economic, legal, tax or accounting objectives. Examples of such off-balance sheet arrangements include risk and benefit-sharing arrangements or obligations arising from a contract such as debt factoring, combined sale and repurchase agreements, consignment stock arrangements, take or pay arrangements, securitisation arranged through separate companies and unincorporated entities, pledged assets, operating leasing arrangements, outsourcing and the like. Appropriate disclosure of the material risks and benefits of such arrangements that are not included in the balance sheet should be set out in the notes to the accounts or the consolidated accounts.’

The examples listed in Recital 9 are not to be taken as exhaustive. FRS 102 and / or the Regulations (and LLP Regulations) already require disclosures about certain off-balance sheet arrangements. The Regulations (and LLP Regulations) also, inter alia, require certain disclosures including in relation to the nature and form of security given for debts (see 5.3.8 above) and in respect of guarantees, contingencies and other financial commitments (see 8.7.1 below). As discussed at 8.3 above, FRS 102 also requires significant judgements in applying accounting policies to be disclosed.

UK companies and LLPs will, however, still need to consider whether the disclosures given are sufficient to meet the requirements of section 410A and whether the entity is party to material off-balance sheet arrangements not required to be disclosed by FRS 102 that should be disclosed in accordance with section 410A.

8.7.1 Guarantees, contingencies and commitments

A UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts) must give the following information in a note to the accounts: [1 Sch 63, 1 Sch 60 (LLP)]

  1. particulars must be given of any charge on the assets of the company (or the LLP) to secure the liabilities of any other person, including the amount secured;
  2. particulars and the total amount of any financial commitments, guarantees and contingencies that are not included in the balance sheet must be disclosed, together with an indication of the nature and form of any valuable security given by the company (or the LLP) in respect of such commitments, guarantees and contingencies;
  3. the total amount of any pension commitments (within (b) above) that are not included in the balance sheet must be separately disclosed;
  4. separate particulars of any pension commitment (within (c) above) relating wholly or partly to pensions payable to past directors of the company (or to past members of the LLP) must be given;
  5. the total amount of any commitments, guarantees and contingencies (within (b) above) that are not included in the balance sheet undertaken on behalf or for the benefit of:
    1. any parent undertaking or fellow subsidiary undertaking of the company (or LLP);
    2. any subsidiary undertaking of the company (or LLP); or
    3. any undertaking in which the company (or LLP) has a participating interest

      must be separately stated and those within each of paragraphs (i), (ii) and (iii) must also be stated separately from those within any other of those paragraphs; and

  6. particulars must also be given of any pension commitments which are included on balance sheet, with separate particulars given for any pension commitment relating wholly or partly to pensions payable to past directors of the company.

Part (e) above appears to require the totals for (i), (ii), (iii) (and the sum of the totals for (i) to (iii)) to be separately stated.

See 5.3.4.C and 5.3.4.D above and Chapter 3 at 3.1.2 for guidance on the relevant definitions.

Where group accounts are prepared, the disclosures are given for both the consolidated group (i.e. the company (or LLP) and its consolidated subsidiary undertakings) and the individual company (or LLP). [6 Sch 1(1), 3 Sch 1(1) (LLP)].

8.8 Directors' advances, credits and guarantees

A UK company preparing Companies Act accounts or IAS accounts must disclose the information concerning directors' advances, credits and guarantees required by section 413 of the CA 2006. There is no equivalent disclosure for LLPs.

A company that does not prepare group accounts must disclose in the notes to its individual accounts: [s413(1)]

  • advances and credits granted by the company to its directors; and
  • guarantees of any kind entered into by the company on behalf of its directors.

A parent company that prepares group accounts must disclose in the notes to the group accounts: [s413(2)]

  • advances and credits granted to the directors of the parent company, by that company or by any of its subsidiary undertakings; and
  • guarantees of any kind entered into on behalf of the directors of the parent company, by that company or by any of its subsidiary undertakings.

The details required for an advance or credit are: [s413(3), (5)]

  • its amount – for each advance or credit and totals in aggregate;
  • an indication of the interest rate;
  • its main conditions;
  • any amounts repaid – for each advance or credit and totals in aggregate;
  • any amounts written off – for each advance or credit and totals in aggregate; and
  • any amounts waived – for each advance or credit and totals in aggregate.

The details required for a guarantee are: [s413(4), (5)]

  • its main terms;
  • the amount of the maximum liability that may be incurred by the company (or its subsidiary) – for each guarantee and totals in aggregate; and
  • any amount paid and any liability incurred by the company (or its subsidiary) for the purpose of fulfilling the guarantee (including any loss incurred by reason of enforcement of the guarantee) – for each guarantee and also totals in aggregate.

Disclosure is required: [s413(6)-(7)]

  • in respect of persons who were directors of the company at any time in the financial year to which the financial statements relate; and
  • for every advance, credit or guarantee that subsisted at any time in the financial year:
    • whenever it was entered into;
    • whether or not the person concerned was a director of the company at the time it was entered into; and
    • in relation to an advance, credit or guarantee involving a subsidiary undertaking of the company, whether or not that undertaking was a subsidiary undertaking at the time the advance, credit or guarantee was entered into.

There are certain exemptions for banking companies (and the holding companies of credit institutions (see definitions at 4.2.2 above), as explained at 8.8.1 below.

The terms advances, credits, and guarantees are not defined in the CA 2006 itself. The rules governing the lawfulness of transactions in Part 10 of the CA 2006 refer to loans, quasi-loans (including related guarantees or provision of security) and credit transactions. While these terms do not align with the terms used in section 413, loans and quasi-loans and credit transactions would generally be considered as advances and credits; and guarantees or provision of security would be disclosed as guarantees (of any kind).

The requirements appear to require disclosure of each advance or credit, or guarantee made. This could be arduous in some contexts, as the definition of advances and credits could include directors' current accounts or personal purchases made using a company credit card (as well as loans and outstanding credit card balances provided by banks or finance subsidiaries of certain retailers).

8.8.1 Banking companies and holding companies of credit institutions

A banking company or the holding company of a credit institution is only required to disclose: [s413(8)]

  • the total amounts of advances and credits granted by the company (or in group accounts, by the company and its subsidiary undertakings); [s413(5)(a)] and
  • the total amounts of the maximum liability that may be incurred by the company (or its subsidiary) in respect of guarantees entered into by the company (or in group accounts, by the company and its subsidiary undertakings). [s413(5)(c)].

9 GENERAL PRINCIPLES FOR PREPARATION OF FINANCIAL STATEMENTS

The objective of financial statements is to provide information about the financial position, performance and cash flows of an entity that is useful for economic decision-making by a broad range of users who are not in a position to demand reports tailored to meet their particular information needs. Financial statements also show the results of the stewardship of management – the accountability of management for the resources entrusted to it. [FRS 102.2.2-3]. As noted at 3.5 above, not all entities are required to prepare a cash flow statement.

FRS 102's general principles for preparation of financial statements are covered in Section 2 (see Chapter 4), Section 3 (covered in this chapter) and Section 10 (see Chapter 9).

The selection of accounting policies is also critical in the preparation of financial statements. The requirements on selection of accounting policies and on accounting estimates are in Section 10. Disclosures of accounting policies, judgements and estimates are covered at 8.2 to 8.4 above.

This section concentrates on FRS 102's requirement for financial statements to give a true and fair view, the adoption of the going concern basis, and materiality and aggregation, i.e. the issues which are addressed in Section 3. There are similar requirements in the Regulations (and LLP Regulations), as highlighted at 9.1 below.

9.1 Requirements of the Regulations (and LLP Regulations)

The Regulations (and LLP Regulations) include:

  • the requirement for accounts to give a true and fair view, and the concept of a ‘true and fair override’ (see 9.2 below);
  • general principles for the preparation of financial statements, similar to those included in FRS 102 (see 9.1.1 below);
  • recognition and measurement principles, where assets and liabilities are measured under the historical cost convention, alternative accounting rules and fair value accounting rules (see 10 to 10.4 below);
  • presentation requirements for the balance sheet and profit and loss formats (see 4 to 6 above); and
  • disclosure requirements, principally in the notes to the accounts (see Chapter 1 at 6.7, and the relevant chapters of this publication).

9.1.1 General principles for preparation of financial statements

The general principles set out in the Regulations and the LLP Regulations for the preparation of financial statements are: [1 Sch 10-15A, 1 Sch 10-15A (LLP), 1 Sch 40(2), 1 Sch 40(2) (LLP)]

  • the company (or the LLP) is presumed to be carrying on business as a going concern (see 9.3 below);
  • accounting policies (and measurement bases) must be applied consistently within the same accounts and from one financial year to the next (see 3.6.2 above);
  • the amount of any item must be determined on a prudent basis, and in particular:
    • only profits realised at the balance sheet date are to be included in the profit and loss account (except where fair value changes of financial instruments, investment property or living animals or plants are required to be included in the profit and loss account by the fair value accounting rules – see 10.3 and 10.4 below);
    • all liabilities which have arisen in respect of the financial year to which the accounts relate or a previous financial year must be taken into account, including those which only became apparent between the balance sheet date and the date on which it is signed on behalf of the Board (or the members of the LLP) in accordance with section 414 of the CA 2006; and
    • all provisions for diminution of value must be recognised, whether the result of the financial year is a profit or loss;
  • all income and charges relating to the financial year to which the accounts relate must be taken into account without regard to the date of receipt or payment (i.e. accruals basis);
  • in determining the aggregate amount of any item, the amount of each individual asset or liability that falls to be taken into account must be determined separately (i.e. no offsetting); and
  • the opening balance sheet for each financial year must correspond to the closing balance sheet for the preceding financial year.

In addition, at the balance sheet date, any provision made must represent the best estimate of the expenses likely to be incurred or, in the case of a liability, of the amount required to meet that liability; and provisions must not be used to adjust the values of assets. [9 Sch 2A-2B, 1 Sch 13(d) (LLP)-(e) (LLP)]. This requirement has been included within the general principles in the LLP Regulations but in Schedule 9 to the Regulations (see 10.1.5 below).

The above principles apply in both individual and group accounts. [6 Sch 1(1), 3 Sch 1(1) (LLP)].

Schedules 2 and 3 to the Regulations (and the Small Companies Regulations, which are addressed in Chapter 5) have the same requirements. However, the prohibition on presenting unrealised profits in the profit and loss account (unless permitted by the fair value accounting rules) in Schedule 3 to the Regulations is also subject to note (9) to the profit and loss account formats in that schedule concerning the presentation of unrealised gains and losses on investments. Only the references in Schedule 1 to the Regulations and Schedule 1 to the LLP Regulations are noted below.

9.1.1.A Substance over form

FRS 102 does not have a separate section on ‘substance over form’ but requires that ‘transactions and other events and conditions should be accounted for and presented in accordance with their substance and not merely their legal form. This enhances the reliability of financial statements.’ [FRS 102.2.8]. See Chapter 4 at 3.2.5.

In addition, where an FRS does not specifically address a transaction, management must use its judgement in developing and applying an accounting policy that results in relevant and reliable information. [FRS 102.10.4]. One of the characteristics of reliable information is that the financial statements ‘reflect the economic substance of transactions, other events and conditions, and not merely the legal form’. [FRS 102.10.4(b)(ii)]. In June 2014, the FRC issued updated guidance – True and Fair – which refers to the above requirement and makes the point that ‘if material transactions are not accounted for in accordance with their substance it is doubtful whether the accounts present a true and fair view’.

The General Rules to the formats (see 4.4 above) require that items in the balance sheet and profit and loss account formats are presented, having regard to the substance of the reported transaction or arrangement, in accordance with generally accepted accounting principles or practice. [1 Sch 9, 1 Sch 9 (LLP)]. This requirement facilitates the presentation of certain shares as liabilities in accordance with FRS 102.

9.1.1.B Prudence

FRS 102 identifies prudence as ‘the inclusion of a degree of caution in the exercise of the judgements needed in making the estimates required under conditions of uncertainty, such that assets or income are not overstated and liabilities or expenses are not understated. However, the exercise of prudence does not allow the deliberate understatement of assets or income, or the deliberate overstatement of liabilities or expenses. In short, prudence does not permit bias’. [FRS 102.2.9]. See Chapter 4 at 3.2.6.

However, FRS 102 does not specifically refer to realised profits. A UK company preparing Companies Act accounts (or an LLP preparing non-IAS accounts) is required to prepare the profit and loss account section of the statement of comprehensive income (or separate income statement) in accordance with the Regulations (or the LLP Regulations). As discussed in Appendix III to FRS 102, the issue of realised profits is pertinent to whether a gain is reported in profit or loss in Companies Act accounts. [FRS 102 Appendix III.25-27]. Consequently, UK companies preparing Companies Act accounts (and LLPs preparing non-IAS accounts) must present certain gains in other comprehensive income instead. Profit or loss and other comprehensive income, including the concept of realised profits, are discussed further at 6.2 above.

FRS 102 involves more use of fair values than previous UK GAAP. In particular, UK companies should be mindful that not all gains (even if recognised in profit or loss) may be distributable. Appendix III to FRS 102 states that entities measuring financial instruments, investment properties, and living animals and plants at fair value should note that they may transfer such amounts to a separate non-distributable reserve, instead of a transfer to retained earnings, but are not required to do so. Presenting fair value movements that are not distributable profits in the separate reserve may assist with identification of profits available for that purpose. [FRS 102 Appendix III.28]. Appendix III further notes that the determination of profits available for distribution is a complex area where accounting and company law interface and that companies may refer to TECH 02/17BL, or any successor document, to determine profits available for distribution. [FRS 102 Appendix III.29].

9.1.1.C Offset

FRS 102 prohibits offset of assets and liabilities, or income and expenses, unless required or permitted by an FRS (meaning, at present, FRS 102 itself or FRS 103, where applied). [FRS 102.2.52]. See Chapter 4 at 3.12. This is similar to the requirement in the General Rules to the formats (see 4.4 above) that amounts in respect of items representing assets or income may not be set off against amounts in respect of items representing liabilities or expenditure (as the case may be), or vice versa. [1 Sch 8, 1 Sch 8 (LLP)].

FRS 102 sets out when financial assets and liabilities [FRS 102.11.38A, 12.25B] (see Chapter 10 at 11.1), employee benefits [FRS 102.28.3(a), 28.14, 28.30] (see Chapter 25 at 3.6.9 and 3.8.2), current tax, and deferred tax [FRS 102.29.24-24A], (see Chapter 26 at 10.1.1) must be offset. Where the offset criteria are met, FRS 102 is effectively saying that there is a single asset or liability.

In respect of the profit and loss account, if an entity's normal operating activities do not include buying and selling fixed assets (including investments and operating assets), gains and losses on disposal of fixed assets (net of related selling expenses) are reported. [FRS 102.2.52(b)]. Expenses for a provision are permitted to be shown net of the amount recognised for reimbursement of the provision. [FRS 102.21.9].

FRS 102 also permits cash flows from operating, investing and financing activities to be presented on a net basis where specified criteria are met. [FRS 102.7.10A-10D].

Appendix III to FRS 102 explains how the requirements on government grants (no offsetting), reimbursement of provisions (offsetting permitted in profit and loss account only) and financial assets (offsetting required when, and only when the criteria are met) are consistent with the Regulations. [FRS 102 Appendix III.22-23].

9.2 True and fair view and compliance with FRS 102

The FRC's Foreword to Accounting Standards (March 2018) explains that accounting standards are applicable to the financial statements of a reporting entity that are required to give a true and fair view of its financial position at the reporting date and of its profit or loss (or income and expenditure) for the reporting period. The whole essence of accounting standards is to provide for recognition, measurement, presentation and disclosure for specific aspects of financial reporting in a way that reflects economic reality and hence provides a true and fair view. The Foreword to Accounting Standards refers to information about ‘true and fair’ on the FRC's website (e.g. the guidance True and Fair issued in June 2014). [Foreward.4-6].

True and Fair notes, inter alia, that accounting standards are developed after full due process and ‘these processes should result in accounting standards that, in the vast majority of cases, are complied with when presenting a true and fair view’. Where the accounting standards clearly address an issue, but the requirements are insufficient to fully explain the issue, the solution is normally additional disclosure. However, a company must depart from a particular accounting standard where required in order to meet the requirement for the accounts to give a true and fair view. The guidance notes that these circumstances are more likely to arise when the precise circumstances were not contemplated during the development of the relevant standard.

The FRC expects preparers, those charged with governance and auditors to stand back and ensure that the financial statements as a whole give a true and fair view, provide additional disclosures where compliance with an accounting standard is insufficient to give a true and fair view, to use the true and fair override where compliance with the standards does not result in the presentation of a true and fair view and to ensure that the consideration they give to these matters is evident in their deliberations and documentation.31

9.2.1 True and fair view – requirements of FRS 102 and the Regulations

FRS 102 requires that financial statements shall give a true and fair view of the assets, liabilities, financial position, financial performance and, when required to be presented, cash flows of an entity. [FRS 102.3.2, FRS 102 Appendix I].

Section 393 of the CA 2006 also requires that the directors of a UK company (or the members of an LLP) must not approve the annual accounts unless they are satisfied that they give: [s393, s393 (LLP)]

  • in the case of the individual accounts, a true and fair view of the assets, liabilities, financial position and profit or loss of the company (or of the LLP);
  • in the case of the group accounts (if any), a true and fair view of the assets, liabilities, financial position and profit or loss of the undertakings included in the consolidation as a whole, so far as concerns members of the company (or of the LLP).

The ‘undertakings included in the consolidation’ means the parent company (or the parent LLP) and its consolidated subsidiary undertakings and is referred to as ‘the group’ below.

Companies Act accounts (or non-IAS accounts, for an LLP) must include:

  • a balance sheet that gives a true and fair view of the company's (or of the LLP's) state of affairs (and, where applicable, the group's state of affairs, so far as concerns members of the company (or of the LLP)) as at the end of the financial year;
  • a profit and loss account that gives a true and fair view of the company's (or of the LLP's) profit or loss (and, where applicable, the group's profit or loss, so far as concerns members of the company (or of the LLP)) for the financial year.

The accounts must comply with regulations made by the Secretary of State as to the form and content of the individual (and where applicable, the consolidated) balance sheet and profit and loss account, and additional information to be provided by way of notes to the accounts. [s396(1)-(3), s404(1)-(3), s396(1) (LLP)-s396(3) (LLP), s404(1) (LLP)-s404(3) (LLP)].

Application of FRS 102, with additional disclosure when necessary, is presumed to result in financial statements that give a true and fair view of the financial position, financial performance and, when required to be presented, cash flows of entities within the scope of the standard. [FRS 102.3.2(a)].

An important point here is that all paragraphs of FRS 102 have equal authority. Some sections include appendices containing implementation guidance or examples, some of which are an integral part of the standard and others provide application guidance (each specifies its status). We would generally expect that entities follow such guidance unless there is a valid reason. The presumption that application of FRS 102 (with any necessary additional disclosure) results in a true and fair view is subject to the override set out in paragraph 3.4 (and for entities preparing financial statements subject to the CA 2006, the true and fair override). [FRS 102.3.4]. See 9.2.2 below.

The additional disclosures referred to in paragraph 3.2(a) are necessary when compliance with the specific requirements in the standard is insufficient to enable users to understand the effect of particular transactions, other events and conditions on the entity's financial position and financial performance. [FRS 102.3.2].

This is consistent with the statutory requirement that if compliance with the regulations, and any other provisions made by or under the CA 2006, as to matters to be included in a company's (or on an LLP's) individual accounts (and, where applicable, group accounts) or in notes to those accounts would not be sufficient to give a true and fair view, the necessary additional information must be given in the accounts or in a note to them. [s396(4), s404(4), s396(4) (LLP), s404(4) (LLP)].

9.2.2 The ‘true and fair override’ – requirements of FRS 102 and the Regulations

In special circumstances when management concludes that compliance with any requirement of FRS 102 or applicable legislation (only when it allows for a true and fair override) is inconsistent with the requirement to give a true and fair view, the entity shall depart from that requirement in the manner set out in paragraph 3.5. [FRS 102.3.4].

When an entity departs from a requirement of FRS 102, or from a requirement of applicable legislation, it shall disclose:

  1. that management has concluded that the financial statements give a true and fair view of the entity's financial position, financial performance and, when required to be presented, cash flows;
  2. that it has complied with FRS 102 or applicable legislation, except that it has departed from a particular requirement of the standard or applicable legislation to the extent necessary to give a true and fair view; and
  3. the nature and effect of the departure including the treatment that FRS 102 or applicable legislation would require, the reason why that treatment would be so misleading in the circumstances that it would conflict with the objective of financial statements set out in Section 2 (see 9 above), and the treatment adopted. [FRS 102.3.5].

When an entity has departed from a requirement of FRS 102 or applicable legislation in a prior period and that departure affects the amounts recognised in the financial statements for the current period, it shall make the disclosures set out in (c) above. [FRS 102.3.6].

These disclosures are consistent with the statutory disclosures that: if in special circumstances, compliance with any of those provisions is inconsistent with the requirement to give a true and fair view, the directors must depart from that provision to the extent necessary to give a true and fair view. Particulars of any such departure, the reasons for it and its effect must be given in a note to the accounts. [s396(5), s404(5), s396(5) (LLP), s404(5) (LLP)].

FRS 102 does not explain what is required by the ‘effect’ of the departure, but in our view, consistent with previous UK GAAP, this means ‘financial effect’. In the absence of guidance in FRS 102, management may consider the requirements of IFRSs. Where there is a departure from IFRSs in the current period (or a departure was made in a previous period which impacts the amounts recognised in the financial statements in the current period), IAS 1 requires disclosure, for each period presented, of the financial impact of the departure on each item in the financial statements that would have been reported in complying with the requirement. [IAS 1.20(d), 21].

In addition, where it appears to the directors of the company (or members of the LLP) that there are special reasons for departing from any of the general principles (see 9.1.1 above) in preparing the company's (or the LLP's) accounts for the financial year, the particulars of the departure, the reasons for it and its effect should be disclosed in a note to the accounts. [1 Sch 10(2), 1 Sch 10(2) (LLP)]. Appendix III to FRS 102 highlights certain instances where the requirements of FRS 102 result in a departure from the requirements of the Regulations in order to give a ‘true and fair view’. These examples, which are not exhaustive, are relevant to UK companies preparing Companies Act accounts. They are also relevant to LLPs preparing non-IAS accounts– except that the conditions for merger accounting differ for UK companies and LLPs.

Large and medium-sized companies (and LLPs) must state in the notes to the accounts (see 3.8.1 above) whether the accounts have been prepared in accordance with applicable accounting standards, giving particulars of any material departures from those standards and the reasons. [1 Sch 45, 1 Sch 45 (LLP)]. Medium-sized companies (and LLPs) are exempt from making this statement in individual accounts. [Regulations 4(2A), LLP Regulations 4(2A)]. Consistent with previous UK GAAP, in our view, it would be appropriate for this statement to either include or cross refer any disclosures of the true and fair override. [FRS 18.62].

9.3 Going concern

FRS 102 requires management, when preparing financial statements, to make an assessment of an entity's ability to continue as a going concern. An entity is a going concern unless management either intends to liquidate the entity or to cease trading, or has no realistic alternative but to do so. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the date when the financial statements are authorised for issue. [FRS 102.3.8, FRS 102 Appendix I].

When management is aware, in making its assessment, of material uncertainties related to events or conditions that cast significant doubt upon the entity's ability to continue as a going concern, those uncertainties must be disclosed in the financial statements. [FRS 102.3.9].

When financial statements are not prepared on a going concern basis, that fact must be disclosed, together with the basis on which the financial statements are prepared and the reason why the entity is not regarded as a going concern. [FRS 102.3.9].

FRS 102 states that an entity shall not prepare its financial statements on a going concern basis if management determines after the reporting period either that it intends to liquidate the entity or to cease trading or that it has no realistic alternative but to do so. Deterioration in operating results and financial position after the reporting period may indicate a need to consider whether the going concern assumption is no longer appropriate. If the going concern assumption is no longer appropriate, the effect is so pervasive that a fundamental change in the basis of accounting rather than an adjustment to the amounts recognised within the original basis of accounting is required, and therefore the disclosure requirements in paragraph 3.9, as described above, apply. [FRS 102.32.7A-B].

FRS 102 provides no further guidance concerning what impact there should be on the financial statements if it is determined that the going concern basis is not appropriate. Accordingly, entities will need to consider carefully their individual circumstances to arrive at an appropriate basis.

FRS 102's requirements are supplemented by the FRC's April 2016 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risks – Guidance for directors of companies that do not apply The UK Corporate Governance Code (‘2016 FRC Guidance’). See 9.3.1 below.

9.3.1 2016 FRC Guidance on Going Concern

The 2016 FRC Guidance is non-mandatory best practice guidance which aims to provide a proportionate and practical guide for directors of companies not applying the UK Corporate Governance Code (the Code).32

While the 2016 FRC Guidance refers to directors and companies for simplicity, the guidance notes that it is also likely to be relevant to other entities. Small and micro-companies must still assess whether the going concern basis of accounting is appropriate, but are excluded from the scope of the 2016 FRC Guidance Nevertheless, aspects of the guidance may still be helpful to such entities – as explained in Chapter 5 at 7.3.1.

Companies applying the Code are also excluded from the guidance. This is because such companies are subject to more onerous requirements under the Code, and under the Listing Rules (for premium listed companies), and are covered by separate FRC guidance (see 9.3.2 below). More complex and other publicly traded entities that are not required to apply the Code may also wish to refer to that other guidance as an alternative.

The FRC decided to issue separate, simplified guidance for directors of companies not applying the Code. In particular, there is no requirement for such companies to prepare a ‘viability statement’. The term ‘going concern’ refers to the going concern basis of preparation in the financial statements.33 However, the ideas about integrating the assessment of the going concern basis of preparation with the assessment of principal risks (and that the disclosures fall out from this process) which are key parts of the FRC guidance for companies applying the Code (see 9.3.2 below) are retained.

The 2016 FRC Guidance considers the related requirements in:

  • accounting standards – which require disclosure in the financial statements on the going concern basis of accounting and material uncertainties; and
  • company law – which requires disclosure in the strategic report of principal risks and uncertainties, which may include risks that might impact solvency and liquidity.34
9.3.1.A Overview of approach

A company faces many risks. In making their assessment of principal risks, directors are encouraged to consider a broad range of business risks, including both financial and non-financial (for example, operational, competitive, market or regulatory factors may ultimately impact on solvency or liquidity).

The principal risks and uncertainties, i.e. those matters that could significantly affect the development, performance, position and future prospects of the company, are required to be disclosed in the strategic report. These will generally be the matters that the directors regularly monitor and discuss because of their likelihood, the magnitude of their potential effect or a combination of the two.

Some of the principal risks may have the potential to threaten the company's ability to continue in operation because of their impact on solvency, i.e. the risk that a company will be unable to meet its liabilities in full, and liquidity, i.e. the risk that a company will be unable to meet its liabilities as they fall due. Insolvency is likely to be preceded by a lack of liquidity. An example of a principal risk that could have an impact on solvency or liquidity might be if a company is dependent on a single customer. If the customer ceased purchasing the company's products or services, or became unable to pay its debts to the company, the company may be unable to meet its liabilities as they fall due and in an extreme case, loss of the customer might have the potential to render the company insolvent.35

Some solvency and liquidity risks may be so significant that they highlight material uncertainties that may cast significant doubt on a company's ability to adopt the going concern basis of accounting in the future. These material uncertainties must be disclosed in accordance with the requirements of accounting standards. In extreme circumstances, such risks may crystallise, thus making liquidation of the company inevitable and the going concern basis of accounting inappropriate.36

The guidance summarises the process for determining which disclosures are necessary as follows:

  • identification of risks and uncertainties, including those relating to solvency and liquidity and other potential threats to continue in operation;
  • determining which of the identified risks and uncertainties are principal risks, requiring disclosure in the strategic report; [s414C(2)(b)]
  • considering whether there are material uncertainties requiring disclosure in accordance with accounting standards; [FRS 102.3.8, 3.9]
  • in extreme circumstances, considering whether it is appropriate to adopt the going concern basis of accounting; [FRS 102.3.9] and
  • considering whether disclosures additional to those explicitly required by law, regulation or accounting standards are necessary to provide a true and fair view. [s393].37

The guidance covers factors for directors to consider when determining whether the going concern basis of accounting is appropriate (and whether material uncertainties should be identified); making an assessment of the solvency and liquidity risks that might constitute principal risks for a company requiring disclosure in the strategic report; guidance on the assessment periods for the going concern basis of accounting and those risks; guidance on the assessment process; and summaries of the related reporting requirements (including auditor reporting). It also addresses the application of the guidance to half-yearly financial reports and preliminary announcements.38

It is beyond the scope of this publication to set out the guidance in full but some of its considerations are set out below. Auditor reporting is not covered here.

9.3.1.B The assessment process – principal risks and going concern basis of accounting

Section 5 of the 2016 FRC Guidance provides further factors to consider and techniques that may be applied in:

  • identifying principal risks and uncertainties (which may include solvency and liquidity risks); and
  • assessing whether the going concern basis of preparation is appropriate and whether there are material uncertainties.

The factors discussed include: forecasts and budgets; the timing of cash flows; sensitivity analysis; products; services and markets; financial and operational risk management; borrowing facilities; contingent liabilities; subsidiary companies; and companies owned by, or dependent on the government.

The directors should assess which factors are likely to be relevant to their company, which will vary according to the size, complexity and particular circumstances of the company, its industry and the general economic environment. Some factors will be more relevant for the assessment of the principal risks disclosures in the strategic report and others more relevant for the assessment of the going concern basis of accounting. The level of detail and the time horizon of the assessment may also differ for these purposes as longer-term assessments, such as for the strategic report disclosures, are likely to be performed at a higher, more aggregated level.39

The assessment of solvency and liquidity risks should consider the likelihood and possible effects of those risks materialising. The period of assessment for solvency and liquidity risks, in the context of the requirement to disclose principal risks will be a matter of judgement for the directors based on the particular circumstances of the company (but this will usually be longer than twelve months, and will depend on the nature of the business, its stage of development, investment and planning horizons and other factors). Similarly, the extent of the assessment process, will be a matter of judgement for the directors based on the size, complexity and particular circumstances of the company. Given the forward-looking nature of the assessment, the level of detail and accuracy of the information available relating to the future will vary.40

The going concern assessment period, as required by FRS 102, must cover a period of at least twelve months from the date of approval of the financial statements. In making their assessment, the directors should consider all available information about the future at the date they approve the financial statements, such as the information from budgets and forecasts. The guidance recommends best practice that the assessment should be proportionate to the size, complexity and the particular circumstances of the company and documented in sufficient detail to explain the directors' conclusion with respect to the going concern basis of accounting at the date of approval of the financial statements.41

The going concern assessment may result in three possible outcomes:

  • the going concern basis of accounting is appropriate and there are no material uncertainties;
  • the going concern basis is appropriate but there are material uncertainties related to events or conditions that may cast significant doubt upon the company's ability to continue to adopt the going concern basis of accounting in the future; or
  • the going concern basis of accounting is not appropriate.

In the first two cases, the going concern basis of accounting is adopted.42

The guidance explains that the threshold for departing from the going concern basis of accounting is very high as there are often realistic alternatives to liquidation, even if they depend on uncertain events.43

However, events or conditions might result in the going concern basis of accounting becoming inappropriate in future accounting periods. The directors, in performing their assessment, should consider all available information about the future, the realistically possible outcomes of events and changes in conditions and the realistically possible responses to such events and conditions that would be available to the directors. Uncertainties relating to such events or conditions are considered material if their disclosure could reasonably be expected to affect the economic decisions of shareholders and other users of the financial statements, which is a matter of judgement. In making this judgement, the directors should consider the uncertainties arising from their assessment, both individually and in combination with others. The guidance highlights that key focus areas to consider include the magnitude of the potential impacts of the uncertain future events or changes in conditions on the company and the likelihood of their occurrence, the realistic availability and likelihood of mitigating actions and whether these uncertain future events or changes in conditions are unusual, rather than occurring with sufficient regularity to allow the directors to make predictions about them with a high degree of confidence. The guidance states that uncertainties should not usually be considered material if the likelihood that the company will not be able to continue to use the going concern basis of accounting is assessed to be remote, however significant the assessed potential impact.44

9.3.1.C Going concern disclosures

There are no specific disclosure requirements where the going concern basis of accounting is adopted and there are no material uncertainties identified. The disclosures set out in paragraph 3.9 of FRS 102 (see 9.3 above) must be given where the going concern basis of accounting is appropriate but material uncertainties have been identified, and where the going concern basis of accounting is not appropriate.

The 2016 FRC Guidance recommends as best practice that: where material uncertainties are identified, the financial statements should disclose clearly the existence and nature of the material uncertainty, including a description of the principal events or conditions that may cast significant doubt on the entity's ability to continue as a going concern and the directors' plans to deal with these events or conditions. Directors may also wish to bear in mind the obligation of the auditor to report if an appropriate level of clarity in the disclosure of material uncertainties has not been achieved.45

However, in all cases, additional disclosures may be required to give a true and fair view. The guidance gives some example scenarios of where disclosures may be appropriate even where it has been concluded that there are no material uncertainties.46 These are only illustrative examples, and the conclusions reached and appropriateness of disclosures required will clearly depend on facts and circumstances.

In addition, accounting standards may require relevant disclosures. The main FRS 102 disclosure requirements highlighted in the guidance include: risks arising from financial instruments, defaults and covenant breaches, significant judgements, key estimation uncertainty, and contingent liabilities. [FRS 102.8.6, 8.7, 11.47, 11.48A(f), 21.15, 34.23-30].47 The Regulations also require disclosures in the directors' report providing an indication of the company's financial risk management objectives and policies (including the policy for hedging each major type of forecasted transaction for which hedge accounting is used) and the exposure of the company to price risk, credit risk, liquidity risk and cash flow risk, where material. [7 Sch 6].48

The guidance recommends as best practice that the principal risks and uncertainties are described in a clear, concise and understandable way but that there is no need to specifically label risks as solvency and liquidity risks when other descriptions can more easily set out their nature and potential impacts.49 The guidance includes a reminder that the principal risks identified must only include those risks that are material to an understanding of the business. Immaterial information obscures key messages and detracts from the understandability of the information provided in the annual report.50

Where relevant, the description of the principal risks and uncertainties (together with their potential impact on the business, management and mitigation) should also highlight any linkage with the disclosures relating to the going concern basis of accounting, material uncertainties and risks in the financial statements.51

The directors may also consider placement of the disclosures to facilitate effective communication. For example, it may be helpful to group disclosures in one place. However, where law or regulation sets out the location, and the information is presented outside the specified component of the annual report (such as the strategic report, or the financial statements), the information will need to be included as an integral part of the specified component by way of cross referencing identifying the nature and location of the required information. A component is not complete without the information that is cross referenced and the cross referenced information must be included in the annual report. This differs from ‘signposting’ which helps users locate complementary information within or outside the annual report. A component must meet its legal and regulatory requirements without reference to signposted information.52

9.3.2 Companies that are applying the Code

As noted at 9.3.1 above, companies applying the Code are subject to more onerous requirements under the Code and for premium listed companies, under the Listing Rules. While most companies applying the Code are likely to be IFRS reporters, some entities applying FRS 102 (that are not required to prepare group accounts) are premium-listed companies and others may choose voluntarily to apply the Code. Therefore, some brief remarks on the Code and the requirements in the Listing Rules are included below, although entities should refer to the Guidance noted below for further detail.

In September 2014, the FRC issued Guidance on Risk Management, Internal Control: and Related Financial and Business Reporting (‘2014 FRC Guidance’). This guidance is aimed primarily at entities subject to the Code. At the time of writing, this guidance has not been updated to reflect changes made in the 2018 version of the Code which is effective for accounting periods beginning on or after 1 January 2019. However, the Code states that this guidance is still relevant. In addition, in July 2018 the FRC also issued Guidance on Board Effectiveness to also support application of the Code's principles.

The Listing Rules require a premium listed company to state how it has applied the main principles of the Code and to:

  • make a statement of compliance; or
  • explain the code provisions, if any, which it has not complied with; the period, if any, for which it did not comply (where those code provisions are of a continuing nature); and the reasons for non-compliance.53

In addition, the Listing Rules require the directors to make the statements in the annual financial report on:

  • the appropriateness of adopting the going concern basis of preparation (containing the information set out in Code provision C1.3), and
  • their assessment of the prospects of the company (containing the information set out in Code provision C2.2),

prepared in accordance with the 2014 FRC Guidance.54 At the time of writing this publication, the Listing Rules have not been updated to reflect the amended references within the 2018 version of the Code and still refer to the 2016 version. The two requirements above are set out in provisions 30 and 31 of the 2018 version of the Code.

The 2018 version of the Code' itself contains a main principle that the Board should determine the nature and extent of the principal risks the company is willing to take in order to achieve its long-term strategic objectives. The Board should establish procedures to manage risk and oversee the internal control framework.

This main principle is supported by a number of interrelated Code provisions. The 2014 FRC Guidance states that directors should perform a robust assessment of the principal risks (including solvency and liquidity risks) and determine how these will be managed and mitigated. This then informs the Board's assessment of the longer-term viability of the company as well as the Board's assessment of whether the going concern basis of preparation remains appropriate, identifying any material uncertainties. The Board is also responsible for monitoring and reviewing (on an ongoing basis) the effectiveness of the risk management and internal control systems. The aim is that the above processes will be integrated with the Board's ongoing business planning and risk management processes and the disclosures required in the annual report and financial statements will be informed by these processes.

The key, related provisions in the 2018 version of the Code are as follows:

  • The directors should confirm in the annual report that they have carried out a robust assessment of the emerging and principal risks facing the company, including those that would threaten its business model, future performance, solvency liquidity and reputation. The directors should describe those risks and explain how they are being managed or mitigated (Code provision 28).
  • The Board should monitor the company's risk management and internal control systems and, at least annually, carry out a review of their effectiveness, and report on that review in the annual report. The monitoring and review should cover all material controls, including financial, operational and compliance controls (Code provision 29).
  • In annual and half-yearly financial statements, the directors should state whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and identify any material uncertainties to the company's ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements (Code provision 30).
  • Taking account of the company's current position and principal risks, the directors should explain in the annual report how they have assessed the prospects of the company, over what period they have done so and why they consider that period to be appropriate. The directors should state whether they have a reasonable expectation that the company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, drawing attention to any qualifications or assumptions as necessary (Code provision 31).

Companies required to apply DTR 7.2 must include in the corporate governance statement a description of the main features of the company's internal control and risk management systems in relation to the financial reporting process. In group accounts, this covers the undertakings included in the consolidation, taken as a whole.55

The 2014 FRC Guidance summarises the Board's responsibilities for risk management and internal control; the establishment of, monitoring and review of risk management and internal control systems; and the Board's related business and financial reporting responsibilities. It is beyond the scope of this publication to cover the guidance in detail.

Section 6, Appendix A and Appendix D of the 2014 FRC Guidance include relevant guidance on adoption of the going concern basis of accounting (including disclosures on material uncertainties) in the financial statements, as well as reporting on principal risks and uncertainties (in the strategic report).

9.4 Materiality and aggregation

Financial statements result from processing large numbers of transactions or other events that are aggregated into classes according to their nature or function. The final stage in the process of aggregation and classification is the presentation of condensed and classified data, which form line items in the financial statements. [FRS 102.3.16].

FRS 102 reporters must comply with the balance sheet and profit and loss account formats set out in the Regulations (or LLP Regulations) (see 4.1 and 4.2 above for which formats apply to which entity). FRS 102 requires an entity to present additional line items, headings and subtotals where relevant to an understanding of the financial position or financial performance. [FRS 102.4.3, 5.5C, 5.9].

The extent of aggregation versus detailed analysis is clearly a judgemental one, with either extreme eroding the usefulness of the information. FRS 102 resolves this issue with the concept of materiality (see Chapter 4 at 3.2.3). ‘Material’ is defined as follows: ‘Omissions or misstatements of items are material if they could, individually or collectively, influence the economic decisions of users taken on the basis of the financial statements. Materiality depends on the size and nature of the omission or misstatement judged in the surrounding circumstances. The size or nature of the item, or a combination of both, could be the determining factor.’ However, it is inappropriate to make, or leave uncorrected, immaterial departures from the standard to achieve a particular presentation of an entity's financial position, financial performance or cash flows. [FRS 102.2.6, FRS 102 Appendix I].

FRS 102 requires each material class of similar items to be presented separately and items of a dissimilar nature or function to be presented separately unless they are immaterial. [FRS 102.3.15]. If a line item is not individually material, it is aggregated with other items either in those statements or in the notes. An item that may not warrant separate presentation in those financial statements may warrant separate presentation in the notes. The Triennial review 2017 added additional guidance into FRS 102 on materiality and states that an entity should decide, taking into consideration all relevant facts and circumstances, how it aggregates information in the financial statements, which includes the notes. An entity should not reduce the understandability of its financial statements by obscuring material information with immaterial information or by aggregating material items that have different natures or functions. [FRS 102.3.16, 16A].

The General Rules to the formats (see 4.4 above) allow the directors of a company (or members of an LLP) to combine items denoted with Arabic numbers in the statutory balance sheet and profit and loss account formats if their individual amounts are not material to assessing the state of affairs or profit or loss of the company (or of the LLP) for the financial year in question, or where the combination facilitates that assessment (in which case, the individual amounts of the line items combined must be disclosed in the notes). [1 Sch 4(2), 1 Sch 4(2) (LLP)].

FRS 102 states that an entity need not provide a specific disclosure required by the standard if the information resulting from that disclosure is not material, and this is the case even if FRS 102 contains a list of specific requirements or describes them as minimum requirements. [FRS 102.3.16B]. UK companies preparing Companies Act accounts must also comply with the disclosure requirements of the Regulations. The Regulations permit that ‘amounts which in the particular context of any provision of Schedules 1, 2 or 3 to these Regulations are not material may be disregarded for the purposes of that provision.’ [10 Sch 10]. However, certain disclosures required by the Act must be given regardless of materiality, such as information on subsidiary undertakings. [FRS 102.3.16B]. The LLP Regulations have the same requirements in respect of Schedule 1 to the LLP Regulations. [4 Sch 7 (LLP)].

9.4.1 ‘Cutting Clutter’

In recent years, there has been increased recognition that the length and complexity of annual reports and financial statements can obscure key messages and make them less understandable. This has led to a regulatory focus on ‘cutting clutter’ with the aim of making financial statements more concise and relevant. The FRC have published a number of papers including Louder than Words: Principles and actions for making corporate reports less complex and more relevant (June 2009), Cutting Clutter: Combating clutter in annual reports (April 2011), and Thinking about Disclosures in a broader context: A road map for a disclosure framework (October 2012). ‘Cutting clutter’ has been a recurrent message in the annual Corporate Reporting Review and a focus of the FRC Lab, for instance, Lab Insight Report – Towards Clear and Concise Reporting (August 2014) which contains many useful observations.

Amendments to IAS 1 – Disclosure Initiative – clarifies the concept of materiality and aggregation which, while not directly applicable, may be helpful for FRS 102 reporters to consider. See 8.1 above.

While much of the regulatory focus has been on IFRS financial statements (and IFRS has more extensive disclosure requirements compared to FRS 102), the general messages above are also relevant for FRS 102 financial statements.

10 RECOGNITION AND MEASUREMENT, PRESENTATION AND DISCLOSURE – COMPANIES ACT ACCOUNTS

FRS 102 financial statements prepared by a UK company are Companies Act accounts and, therefore, must comply with the recognition and measurement rules included in the applicable schedule of the Regulations (or the Small Companies Regulations). Similarly, FRS 102 financial statements prepared by an LLP are non-IAS accounts that must comply with the recognition and measurement rules included in the LLP Regulations (or Small LLP Regulations).

Appendix III to FRS 102 provides an overview of how FRS 102's requirements address UK company law requirements (written from the perspective of a company to which the CA 2006 applies) and highlights certain areas where following FRS 102's requirements may necessitate use of the ‘true and fair override’ (see 9.2.2 above). Appendix III is not comprehensive and, therefore, it is useful to have an understanding of the key recognition and measurement principles included in the Regulations and LLP Regulations. The recognition and measurement principles in the Small Companies Regulations and Small LLP Regulations are the same (although these have simpler disclosures). See Chapter 5 at 7.2.

Schedules 1 to 3 to the Regulations (and Schedule 1 to the LLP Regulations) set out fundamental accounting principles such as: going concern, use of consistent accounting policies, prudence, no offsetting of assets and liabilities (or income and expense), and that the opening balance sheet for each financial year corresponds to the closing balance sheet for the preceding financial year. See 9.1.1 above.

The Regulations (and LLP Regulations) also set out the following three models for the recognition and measurement of assets and liabilities:

  • historical cost accounting rules (see 10.1 below);
  • alternative accounting rules (see 10.2 below); and
  • fair value accounting rules (see 10.3 and 10.4 below).

The main requirements of the three models are set out below. However, entities preparing FRS 102 financial statements also need to comply with the requirements of FRS 102, which are sometimes more restrictive than the statutory requirements.

References given below are to Schedule 1 to the Regulations and Schedule 1 to the LLP Regulations only, but there are equivalent paragraphs in Schedule 2 or Schedule 3 to the Regulations (albeit sometimes with modifications to those in Schedule 1).

10.1 Historical cost accounting rules

FRS 102 makes use of the historical cost accounting rules for the following assets:

  • basic financial instruments, except for: [FRS 102.11.8, 11.14]
    • investments in non-derivative financial instruments that are equity of the issuer that are publicly traded or whose fair value can otherwise be measured reliably; or
    • investments in another group entity when the holder chooses an accounting policy that is not cost less impairment; or
    • debt instruments and commitments to receive a loan and to make a loan to another entity (meeting specified conditions) that are designated at fair value through profit or loss on initial recognition;
  • investments in equity instruments that are not publicly traded and whose fair value cannot otherwise be measured reliably and contracts linked to such instruments that, if exercised, will result in delivery of such instruments; [FRS 102.12.8(a)]
  • financial instruments that are not permitted by the Regulations, Small Companies Regulations, LLP Regulations or the Small LLP Regulations to be measured at fair value through profit or loss (see 10.3.1 below); [FRS 102.12.8(c)]
  • inventories – except for inventories measured at fair value less costs to sell through profit or loss (in active markets only) and inventories held for distribution at no or nominal consideration; [FRS 102.13.3-4A, FRS 102 Appendix III.37]
  • property, plant and equipment – where the cost model is applied; [FRS 102.17.15-15A]
  • investment property rented to another group company and transferred to property, plant and equipment; [FRS 102.16.1A]
  • intangible assets – where the cost model is applied; [FRS 102.18.18-18A]
  • goodwill; [FRS 102.19.22-23]
  • biological assets – where the cost model is applied; [FRS 102.34.3A, 34.8-9]
  • investments in subsidiaries, associates and joint ventures in separate or individual financial statements – where the cost model is applied; [FRS 102.9.26(a), 9.26A, 14.4(a), 14.5-6, 15.9(a), 15.10-11] and
  • investments in excluded subsidiaries in consolidated financial statements – where the cost model is applied. [FRS 102.9.9, 9.9A, 9.9B(b)].

Under the historical cost accounting rules,

  • fixed assets are included at cost (i.e. purchase price or production cost) subject to any provisions for depreciation or diminution in value; [1 Sch 17, 1 Sch 17 (LLP)] and
  • current assets are included at the lower of cost (i.e. purchase price or production cost) and net realisable value. Where the reasons for which any provision was made have ceased to apply to any extent, the provision must be written back to the extent that it is no longer necessary. [1 Sch 23-24, 1 Sch 23-24 (LLP)].

Fixed assets are assets which are intended for use on a continuing basis in the company's (or the LLP's) activities, and current assets are assets not intended for such use. [10 Sch 4, 4 Sch 3 (LLP)]. These recognition and measurement requirements apply whether statutory formats or adapted formats (which distinguish between non-current assets and current assets) are used.

The definition of purchase price and production cost used in the historical cost accounting rules is addressed at 10.1.1 below. The requirements for depreciation or diminution in the historical cost accounting rules are addressed at 10.1.2 below. Some other areas relevant to certain assets or liabilities only are addressed at 10.1.3 to 10.1.5 below.

10.1.1 Definition of purchase price and production cost

The ‘purchase price’ is the sum of the actual price paid (including cash and non-cash consideration) for the asset and any expenses incidental to its acquisition (and then subtracting any incidental reductions in the cost of acquisition). [1 Sch 27(1), 10 Sch 12, 1 Sch 27(1) (LLP), 4 Sch 11 (LLP)].

The ‘production cost’ is the sum of the purchase price of the raw materials and consumables used and directly attributable production costs. [1 Sch 27(2), 1 Sch 27(2) (LLP)].

The Regulations (and LLP Regulations) also permit the inclusion of: [1 Sch 27(3), 1 Sch 27(3) (LLP)]

  • a reasonable proportion of costs incurred by the company (or the LLP) which are only indirectly attributable to the production of the asset (but only to the extent that they relate to the period of production); and
  • interest on capital borrowed to finance the production of that asset (to the extent it accrues in respect of the period of production), provided that a note to the accounts discloses that interest is capitalised in the cost of that asset, and gives the amount of interest so capitalised.

Distribution costs may not be included in the production cost of a current asset. [1 Sch 27(4), 1 Sch 27(4) (LLP)].

The purchase price or production cost of stocks and any fungible assets (including investments) may be determined by one of the following methods:

  • last in, first out (LIFO) – this method is not permitted by FRS 102;
  • first in, first out (FIFO);
  • weighted average price; and
  • any other method reflecting generally accepted best practice

provided that the method chosen appears to the directors (or the members of the LLP) to be appropriate in the circumstances of the company (or the LLP). [1 Sch 28(1)-(2), 1 Sch 28(1) (LLP)-(2) (LLP)]. Fungible assets are assets which are substantially indistinguishable one from another. [10 Sch 5, 1 Sch 28(6) (LLP)].

Where an item shown in the balance sheet includes assets whose purchase price or production cost has been determined using any of the above methods, the notes to the accounts must disclose the amount of the difference, if material, between: [1 Sch 28(3)-(5), 1 Sch 28(3) (LLP)-(5) (LLP)]

  • the carrying amount of that item; and
  • the amount that would have been shown in respect of that item, if assets of any class included under that item at an amount determined using any of the above methods had instead been included at their replacement cost as at the balance sheet date.

    The most recent actual purchase price or production cost before the balance sheet date may be used instead of replacement cost as at that date, but only if the former appears to the directors (or the members of the LLP) to constitute the more appropriate standard of comparison in the case of assets of that class.

Where there is no record of the purchase price or production cost (or of any price, expenses or cost relevant for determining the purchase price or production cost) or any such record cannot be obtained without unreasonable expense or delay, the purchase price or production cost of the asset must be taken to be the value ascribed in the earliest available record of its value made on or after its acquisition or production by the company (or the LLP). [1 Sch 29, 1 Sch 29 (LLP)].

The Regulations (and LLP Regulations) also permit tangible fixed assets and raw materials and consumables (within current assets) to be included at a fixed quantity and value, but only where the assets are constantly being replaced, their overall value is not material to assessing the company's (or the LLP's) state of affairs, and their quantity, value and composition are not subject to material variation. [1 Sch 26, 1 Sch 26 (LLP)]. Some companies capitalise minor items (such as tools, cutlery, small containers, sheets and towels) at a fixed amount when they are originally provided as a form of capital ‘base stock’ where the continual loss and replacement of stock does result in a base amount that does not materially vary. This treatment is not in principle compliant with FRS 102 and would only be acceptable where the items in question are immaterial.

Where the amount repayable on any debt owed by a company (or by an LLP) exceeds the value of the consideration received in the transaction giving rise to the debt, the Regulations (and the LLP Regulations) allow the difference to be treated as an asset, which must then be written off by reasonable amounts each year (and must be completely written off before repayment of the debt). The current amount should be disclosed in a note to the accounts, if it is not shown as a separate item in the company's (or the LLP's) balance sheet. [1 Sch 25, 1 Sch 25 (LLP)]. However, this treatment would not comply with FRS 102's requirements on initial measurement of financial liabilities [FRS 102.11.13] (see Chapter 10 at 7).

10.1.1.A FRS 102's requirements

FRS 102's requirements for measuring cost are consistent with but more prescriptive than the Regulations (and LLP Regulations). For example,

  • Property, plant and equipment and intangible assets – Only costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management are permitted to be included in the cost of property, plant and equipment. [FRS 102.17.10(b)]. Section 17 includes detailed requirements on which types of costs are capitalised and clarifies the accounting for income and related expenses of incidental operations during construction or development. [FRS 102.17.10-12]. Section 17 also provides more detailed guidance on what costs are included in purchase price and on the cost of property, plant and equipment exchanged for other assets. [FRS 102.17.10, 17.14]. See Chapter 15 at 3.4.
  • Intangible assets – Where an intangible asset is separately acquired, any directly attributable cost of preparing the asset for its intended use forms part of cost. [FRS 102.18.10]. Where a policy of capitalising internally generated intangible assets is adopted, the cost comprises all directly attributable costs necessary to create, produce and prepare the asset to be capable of operating in the manner intended by management. [FRS 102.18.8K, 18.10-10A]. Section 18 also provides more detailed guidance on what costs are included in purchase price and addresses the cost of intangible assets exchanged for other assets. [FRS 102.18.10, 18.13]. See Chapter 16 at 3.3.
  • Borrowing costs – An entity is permitted by Section 25 – Borrowing Costs – to either expense borrowing costs or to adopt a policy of capitalising borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset (which must be applied consistently to a class of qualifying assets). Section 25's requirements are more detailed than the Regulations (and LLP Regulations) and specify the period for which borrowing costs can be capitalised, and how to determine the amounts capitalised. [FRS 102.25.1-2D]. See Chapter 22 at 3.
  • Inventories – The cost of inventories includes all costs of purchase, costs of conversion (direct production costs and allocated variable and fixed production overheads) and other costs incurred in bringing the inventories to their present location and condition. [FRS 102.13.5-15]. As noted above, the Regulations (and LLP Regulations) prohibit capitalisation of ‘distribution costs’. FRS 102's requirements on cost (including the meaning of ‘distribution costs’ in this context) and the methods that can be used to determine cost [FRS 102.13.16-18] are discussed further at Chapter 11 at 3.3.

10.1.2 Depreciation and diminution of fixed assets

Where a fixed asset has a limited useful economic life, its purchase price or production cost less its estimated residual value (if any) must be reduced by provisions for depreciation calculated to write off that amount systematically over the period of the asset's useful economic life. [1 Sch 18, 1 Sch 18 (LLP)].

Intangible assets must be written off over the useful economic life of the intangible asset. Where in exceptional cases the useful life of intangible assets cannot be reliably estimated, such assets must be written off over a period chosen by the directors of the company (or members of the LLP) that must not exceed ten years. A note to the accounts must disclose that period, together with the reasons for choosing it. [1 Sch 22, 1 Sch 22 (LLP)].

Where a fixed asset investment (falling to be included under item B.III in the company balance sheet statutory formats or item A.III in the LLP balance sheet statutory formats – see 5.3.4 above) has diminished in value, provisions for diminution in value may [emphasis added] be made in respect of it and its carrying amount reduced accordingly. [1 Sch 19(1), 1 Sch 19(1) (LLP)].

Provisions for diminution in value must [emphasis added] be made in respect of any fixed asset which has diminished in value, if the reduction in value is expected to be permanent (whether the fixed asset has a limited useful economic life or not). [1 Sch 19(2), 1 Sch 19(2) (LLP)].

Notwithstanding the distinction made in company and LLP law between permanent and temporary diminutions, FRS 102's requirements on impairment (on financial assets in Sections 11 and 12 [FRS 102.11.21-32, 12.13], or in Section 27 – Impairment of Assets) should be applied. See Chapter 10 at 8.5 and Chapter 24.

Where the reasons for which any provision for diminution was made have ceased to apply to any extent, the provision must be written back to the extent that it is no longer necessary. Provisions made in respect of goodwill must not be written back to any extent. [1 Sch 20(1), 1 Sch 20(1) (LLP)].

The Regulations (and LLP Regulations) contain a general principle that ‘all provisions for diminution of value must be recognised, whether the result of the financial year is a profit or loss’. [1 Sch 13(c), 1 Sch 13(c) (LLP)]. FRS 102's requirements for impairment of financial assets (at cost or amortised cost) in Section 11 and impairment of other assets in Section 27 are consistent with this principle (see Chapter 10 at 8.5 and Chapter 24 respectively).

Provisions for diminution must be charged to the profit and loss account. Similarly, any amounts written back must be recognised in the profit and loss account. The provisions made and any write-backs must be disclosed separately in a note to the accounts, if not shown separately in the profit and loss account. [1 Sch 19(3), 1 Sch 20(2), 1 Sch 19(3) (LLP), 1 Sch 20(2) (LLP)].

The requirements above also apply to any goodwill relating to an interest in an associated undertaking (e.g. an associate or jointly controlled entity), shown by the equity method of accounting. [6 Sch 21(1), 3 Sch 21(1) (LLP)].

10.1.2.A FRS 102's requirements

The requirements for measuring depreciation, amortisation and impairment in FRS 102 are consistent with the Regulations (and LLP Regulations) but more prescriptive. For example, Section 17 contains detailed requirements on depreciation of property, plant and equipment [FRS 102.17.16-23]. See Chapter 15 at 3.5.

FRS 102 generally reflects the requirements of the Regulations and LLP Regulations on goodwill and intangible amortisation. See Chapter 16 at 3.4.3 and Chapter 17 at 3.8.2.

Appendix III to FRS 102 notes that the requirement in paragraph 22 of Schedule 1 to the Regulations which requires intangible assets to be written off over their useful lives is broadly consistent with FRS 102, except that FRS 102 allows for the possibility that an intangible asset will have a residual value, in which case it is the depreciable amount of the intangible asset that is amortised. In practice, it will be uncommon for an intangible asset to have a residual value (an entity should assume that the residual value is zero other than in specific circumstances). [FRS 102.18.21, 18.23]. In those cases where an intangible asset has a residual value that is not zero, the amortisation of the depreciable amount of an intangible asset over its useful economic life is a departure from the requirements of paragraph 22 of Schedule 1 to the Regulations for the overriding purpose of giving a true and fair view, requiring the disclosures in the notes to the financial statements of the ‘particulars of the departure, the reasons for it and its effect’ (paragraph 10(2) of Schedule 1 to the Regulations) (see 9.2.2 above). [FRS 102 Appendix III.37A]. See also Chapter 16 at 3.4.3.

FRS 102 requires amortisation of goodwill on a systematic basis over its finite useful life, so there is no residual value, consistent with the Regulations. [FRS 102.19.23(a)].

FRS 102 does not distinguish between temporary and permanent diminutions in value. Section 27 (see Chapter 24) requires provisions for impairment of property, plant and equipment; investment property measured using the cost model; biological assets measured using the cost model; intangible assets; and goodwill to be recognised when the recoverable amount of the asset is less than its carrying amount. [FRS 102.27.1, 27.5]. Similarly, Sections 11 and 12 contain specific requirements for recognition of impairment of financial assets measured at cost or amortised cost, where there is objective evidence of impairment (see Chapter 10 at 8.5). [FRS 102.11.21-26, 12.13].

FRS 102 prohibits the reversal of goodwill impairment. [FRS 102.27.28, 27.31(b)].

10.1.3 Development costs

Development costs may be included in ‘Other intangible assets’ under fixed assets in the balance sheet statutory formats set out in Section B of Part 1 to the Regulations (or Section B of Part 1 to the LLP Regulations) where this is in accordance with generally accepted accounting principles or practice. If any amount is included in a company's (or an LLP's) balance sheet in respect of development costs, the note on accounting policies must include the period over which the amount of those costs originally capitalised is being or is to be written off and the reasons for capitalising the development costs in question. [1 Sch 21, 1 Sch 21 (LLP)]. These disclosures are similar to those required by FRS 102. [FRS 102.18.27(a)]. The reference to the statutory formats should not preclude the ability to capitalise development costs, where adapted formats are used.

Development costs shown as an asset are treated as a realised loss for the purposes of section 830 (distributions to be made out of profits available for the purpose), except where: [s844]

  • there are ‘special circumstances’ in the company's case justifying the directors' decision not to treat these as a realised loss; and
  • in Companies Act accounts, the note to the accounts referred to in paragraph 21 of Schedule 1 to the Regulations (and for IAS accounts, in any note to the accounts) states that the amount of the development costs shown as an asset is not to be treated as a realised loss, together with the circumstances relied upon to justify the directors' decision to that effect.

TECH 02/17BL clarifies that this would be the case where the costs are carried forward in accordance with applicable accounting standards. [s844, TECH 02/17BL.2.38].

The reference to ‘special circumstances’ in section 844 of the CA 2006 has not changed notwithstanding that the Regulations no longer refer to ‘special circumstances’.

The requirement to treat development costs as a realised loss does not apply to any part of that amount representing an unrealised profit made on revaluation of those costs. [s844(2)].

Where the company is an investment company (as defined in section 833 of CA 2006), there are similar requirements except that the references to ‘realised loss’ above instead refer to ‘realised revenue loss’ for the purposes of section 832 (distributions by investment companies out of accumulated revenue profits). [s844(1)].

Section 844 is not relevant to LLPs.

10.1.4 Equity method in respect of participating interests

The Regulations (and LLP Regulations) allow the use of the equity method to account for participating interests (see definition in 5.3.4.D above). The Basis for Conclusions accompanying FRS 102 explains that FRS 102 already includes a number of options for accounting for such investments, and therefore this option was not introduced. [FRS 102.BC.A28 (a)]. Consequently, use of the equity method for accounting for such investments in separate or individual financial statements is not permitted by FRS 102 and therefore this is not discussed further.

10.1.5 Provisions for liabilities

The Regulations (and LLP Regulations) define provisions for liabilities as ‘any amount retained as reasonably necessary for the purpose of providing for any liability the nature of which is clearly defined and which is either likely to be incurred, or certain to be incurred but uncertain as to amount or as to the date on which it will arise’. [9 Sch 2, 4 Sch 10 (LLP)].

The Regulations (and LLP Regulations) also add that ‘at the balance sheet date, a provision must represent the best estimate of the expenses likely to be incurred or, in the case of a liability, of the amount required to meet that liability’ and ‘provisions must not be used to adjust the value of assets’. [9 Sch 2A-2B, 1 Sch 13(d)-(e) (LLP)].

FRS 102 defines a provision more succinctly as ‘a liability of uncertain timing or amount’ and also requires measurement at the best estimate of the amount required to settle the obligation at the balance sheet date. This is the amount an entity would rationally pay to settle the obligation at the end of the reporting period or to transfer it to a third party at that time. [FRS 102.21.1, 21.7, FRS 102 Appendix I]. The requirements in FRS 102 are, therefore, consistent with, but more detailed than, the Regulations (and LLP Regulations). See Chapter 19 at 3.

10.2 Alternative accounting rules

Under the alternative accounting rules, an asset is carried at a revalued amount (on one of the permitted bases – see 10.2.1 below). [1 Sch 32, 1 Sch 32 (LLP)]. The most familiar use of the alternative accounting rules is for revaluation of property, plant and equipment, but all of the other revaluations listed below follow a similar model. There is no reclassification to profit or loss (for the period) of amounts previously accumulated in equity where the alternative accounting rules are applied.

FRS 102's requirements for revaluations of the following assets make use of the alternative accounting rules:

  • Property, plant and equipment (including investment property rented to another group company and transferred to property, plant and equipment) carried at a revalued amount, being the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The revaluation model must be applied to all items of property, plant and equipment in the same class (i.e. having a similar nature, function or use in the business). [FRS 102.17.15, 17.15B-F]. See Chapter 15 at 3.6;
  • Intangible fixed assets carried at a revalued amount, being the fair value at the date of revaluation less any subsequent accumulated amortisation and subsequent accumulated impairment losses. The revaluation model must be applied to all intangible assets in the same class, and revaluations are only permitted provided that the fair value can be determined by reference to an active market. [FRS 102.18.18, FRS 102.18.18B-H]. In practice, it is rare to meet the criteria for revaluation of an intangible fixed asset. See Chapter 16 at 3.4.2;
  • Investments in subsidiaries, associates and jointly controlled entities, where a policy of fair value through other comprehensive income is applied in individual or separate financial statements. [FRS 102.9.26(b), 9.26A, 14.4(c), 15.9(c)]. See Chapter 8 at 4.2, Chapter 12 at 3.3.1 and 3.3.4, and Chapter 13 at 3.6.2 and 3.6.3.A.
  • Investments in subsidiaries excluded from consolidation carried at fair value through other comprehensive income in consolidated financial statements. [FRS 102.9.9, 9.9A, 9.9B(b)]. See Chapter 8 at 3.4.
  • When IFRS 9 is applied, investments in equity instruments that are designated as measured at fair value through other comprehensive income. [IFRS 9.4.1.4, 5.7.1(b), 5.7.5-6].

    This accounting differs significantly from the accounting for available-for-sale financial assets under IAS 39 (which is explicitly covered by the fair value accounting rules) and for debt securities under IFRS 9. In particular, there is no reclassification to profit or loss of previous amounts accumulated in equity or on disposal of the financial asset. There is also no separate accounting for impairments. With the exception of dividends received, all fair value changes are recognised in other comprehensive income. Therefore, in our view, this accounting is not permitted by the fair value accounting rules but is permitted under the alternative accounting rules for fixed asset investments.

Financial assets carried at fair value in accordance with Sections 11 and 12 or IAS 39 are generally measured using the fair value accounting rules rather than the alternative accounting rules (see 10.3 below). In our view, where financial assets are carried at fair value in accordance with IFRS 9, this also makes use of the fair value accounting rules (except for the situation discussed above).

10.2.1 Assets that may be revalued under the alternative accounting rules in the Regulations

Under the alternative accounting rules in the Regulations (and the LLP Regulations): [1 Sch 32, 1 Sch 32(LLP)]

  • tangible fixed assets may be included at market value determined as at the date of their last valuation or at their current cost;
  • fixed asset investments (falling to be included under item B.III in the company balance sheet statutory formats and item A.III in the LLP balance sheet statutory formats – see 5.3.4 above) may be included either:
    • at a market value determined as at the date of their last valuation; or
    • at a value determined on a basis which appears to the directors (or the members of the LLP) to be appropriate in the company's (or the LLP's) circumstances (but in this latter case, particulars of the method of valuation adopted and of the reasons for adopting it must be disclosed in a note to the accounts); and
  • intangible fixed assets (other than goodwill) may be included at current cost.

The Regulations and the LLP Regulations no longer permit use of the alternative accounting rules for current asset investments and stocks.

10.2.1.A FRS 102's requirements

FRS 102's requirements for the revaluation of property, plant and equipment and intangible assets at fair value are consistent with but more prescriptive than the alternative accounting rules. See Chapter 15 at 3.6 and Chapter 16 at 3.4.2.

Where investments in subsidiaries, associates and joint ventures are measured at fair value through other comprehensive income in separate or individual financial statements (or investments in subsidiaries that are excluded from consolidation are measured at fair value through other comprehensive income in consolidated financial statements), a directors' valuation (that does not equate to fair value) is not permitted.

As noted at 10.2 above, where other fixed asset or current asset investments are included at fair value under FRS 102, this generally makes use of the fair value accounting rules.

When investments in subsidiaries, associates and joint ventures are carried using the cost model in separate or individual financial statements under FRS 102, the previous GAAP carrying amount at the date of transition may be used as a deemed cost as at the date of transition. [FRS 102.35.10(f)]. Where a deemed cost contains a past revaluation subject to the alternative accounting rules (e.g. for investment property transferred to property, plant and equipment at a deemed cost), the requirements of the alternative accounting rules continue to apply. See Chapter 32 at 3.5.3, 5.5 and 5.9.

10.2.2 Application of the depreciation and diminution rules under the alternative accounting rules

Where the carrying amount of an asset is determined under the alternative accounting rules, [1 Sch 32, 1 Sch 32 (LLP)], as discussed at 10.2.1 above, the latest revalued amount on that basis is the starting point – instead of its purchase price or production cost or any previous revalued amount – for determining the amount to be included for the asset in the accounts. Therefore, the rules on depreciation or provisions for diminution (or impairment) of the asset apply with the latest revalued amount (on the above basis) substituted instead of references to the asset's purchase price or production cost. [1 Sch 33(1), 1 Sch 33(1) (LLP)].

With this modification, the rules in paragraphs 17 to 21, 23 to 25 of Schedule 1 to the Regulations (and the same paragraphs in Schedule 1 to the LLP Regulations) continue to apply. [1 Sch 30, 33, 1 Sch 30, 33 (LLP)]. These rules, which are the same that apply under the historical cost accounting rules, include the disclosure requirements for provisions for diminution and write-backs of such provisions highlighted at 10.1.2 above. [1 Sch 19(3), 1 Sch 20(2), 1 Sch 19(3), 1 Sch 20(2) (LLP)].

The Regulations (and LLP Regulations) refer to the provision for depreciation or diminution calculated using the latest revalued amount (on the above basis) as the ‘adjusted amount’ and the provision for depreciation or diminution calculated using the historical cost accounting rules as the ‘historical cost amount’. [1 Sch 33(2), 1 Sch 33(2) (LLP)].

The Regulations (and LLP Regulations) allow a company (or an LLP) to include under the relevant profit and loss account heading the amount of provision for depreciation for a revalued fixed asset based on historical cost, provided that the difference between the historical cost amount and the adjusted amount is shown separately in the profit and loss account or in a note to the accounts. [1 Sch 33(3), 1 Sch 33(3) (LLP)]. This paragraph appears to be intended to allow presentation of the depreciation charge relating to the historical cost amount in a different line item in the profit and loss account rather than allowing the total depreciation charge shown in the profit and loss account to be based on the historical cost amount. However, FRS 102 requires that depreciation (based on the revalued amount) is charged to profit or loss (unless another section requires the depreciation to be recognised as part of the cost of an asset). [FRS 102.17.18, 18.21]. We would therefore not expect depreciation on the historical cost component to be separately presented in the profit and loss account formats.

The treatment of revaluations under the Regulations (and LLP Regulations) is discussed at 10.2.3 and 10.2.4 below.

10.2.3 Revaluation reserve

Under the alternative accounting rules, the initial recognition of the asset is at its purchase price or production cost (as defined at 10.1.1 above). Purchase price includes any expenses incidental to its acquisition (and subtracts any incidental reductions in its cost of acquisition). [FRS 102 Appendix III.34, 1 Sch 27, 35(1), 1 Sch 27 (LLP), 35(1) (LLP)].

When an asset is subsequently revalued under the alternative accounting rules, the amount of any profit or loss arising from that determination (after allowing, where appropriate, for any provisions for depreciation or diminution in value made otherwise than by reference to the value so determined and any adjustments of any such provisions made in light of that determination) must be credited or (as the case may be) debited to a separate revaluation reserve. [1 Sch 35(1), 1 Sch 35(1) (LLP)]. In effect, this means that the revaluation establishes a new ‘cost’ for the asset and the revaluation gain or loss is based on the difference between the revalued amount and the previous carrying amount of the asset.

The amount of the revaluation reserve must be shown in the balance sheet under a separate sub-heading in the position given for the item ‘revaluation reserve’ (using that heading) under ‘capital and reserves’ (for an LLP, under ‘members’ other interests') in the statutory balance sheet formats. [1 Sch 35(2), 1 Sch 35(2) (LLP)].

FRS 102 requires that a revaluation increase is recognised in other comprehensive income and accumulated in equity, except that a revaluation increase is recognised in profit or loss to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A revaluation decrease is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset, with any excess recognised in profit or loss. [FRS 102.17.15E-F, 18.18G-H]. FRS 102's requirements, in effect, regard a downward revaluation that reverses previously recognised revaluation increases accumulated in equity as a ‘revaluation adjustment’ but where a downward revaluation exceeds the previously recognised revaluation increases accumulated in equity, the excess is recognised in profit or loss (as if a diminution in value).

The Regulations specify that UK companies may apply the statutory revaluation reserve as follows:

  1. an amount may be transferred from the revaluation reserve to the profit and loss account, if the amount was previously charged to the profit and loss account or represents a realised profit; [1 Sch 35(3)(a)]
  2. an amount may be transferred from the revaluation reserve on capitalisation. [1 Sch 35(3)(b)]. Capitalisation means applying an amount to the credit of the revaluation reserve in wholly or partly paying up unissued shares in the company to be allotted to the members of the company as fully or partly paid shares, i.e. a bonus issue of shares; and [1 Sch 35(4)]
  3. an amount may be transferred to or from the revaluation reserve in respect of the taxation relating to any profit or loss credited or debited to the reserve. The treatment for taxation purposes of amounts credited or debited to the revaluation reserve must be disclosed in a note to the accounts. [1 Sch 35(3)(c), 1 Sch 35(6)].

The use of the revaluation reserve described in (a) is consistent with:

  • FRS 102's accounting for a revaluation increase that reverses a revaluation decrease of the same asset previously recognised in profit and loss;
  • where depreciation or an impairment has been charged based on a revalued amount (exceeding historical cost), the excess depreciation (i.e. the depreciation based on the revalued amount less that which would have been charged based on historical cost) may be transferred from the revaluation reserve to the profit and loss account reserve (as a reserves transfer in equity); and
  • on sale of a revalued fixed asset, the amount in the revaluation reserve, where realised on the sale, could be transferred to the profit and loss account reserve (as a reserves transfer in equity).

The revaluation reserve must be reduced to the extent that the amounts transferred to it are no longer necessary for the purposes of the valuation method used and the revaluation reserve must not be reduced except as noted above. [1 Sch 35(3), 35(5)]. Although the word ‘reduced’ is ambiguous in the context of a reserve that may contain (in law) either debit or credit balances, the intention is to prevent companies from charging costs, e.g. valuation fees, directly to the reserve or from releasing credits to the profit and loss account, except in ways permitted by the Regulations. These provisions would also permit a company changing policy from revaluation to cost to write back the reduction in carrying value against any credit balance in the revaluation reserve.

The revaluation reserve may also be reduced, to the extent permitted by section 734 of the CA 2006, when a private limited company makes a payment out of capital (under Chapter 5 of Part 18 of the CA 2006) or a payment under section 692(1ZA). Where the permissible capital payment (together with any proceeds of a fresh issue applied in making the redemption or purchase of the company's own shares) is greater than the nominal amount of the shares redeemed or purchased, the amount of fully paid share capital, share premium account, capital redemption reserve or revaluation reserve (if in credit) may be reduced by the amount of the excess. [s734].

There are no equivalent rules for LLPs. Appendix 5 – Legal Opinion – to the LLP SORP advises on certain matters relating to profits of an LLP, and comments on the revaluation reserve of an LLP.

Care needs to be taken on transition to identify whether a statutory revaluation reserve must be created or maintained. Where an asset is carried at a deemed cost (based on a previous GAAP revaluation which would include historic revaluations or fair value at the date of transition), this makes use of the alternative accounting rules. This is discussed in Chapter 32 at 3.5.3, 5.5 and 5.9.

10.2.4 Disclosures

Where the alternative accounting rules are used for any items shown in the accounts, the items affected and the basis of valuation adopted must be disclosed in the note on accounting policies. [1 Sch 34(2), 1 Sch 34(2) (LLP)].

For each balance sheet item affected, the comparable amounts determined according to the historical cost accounting rules must be shown in a note to the accounts. The comparable amounts required to be disclosed are: [1 Sch 34(4), 1 Sch 34(3) (LLP)]

  • the aggregate amount (i.e. aggregate cost) which would be required to be shown for that balance sheet item if the amounts to be included in respect of all the assets covered by that item were determined according to the historical cost accounting rules; and
  • the aggregate amount of the cumulative provisions for depreciation or diminution in value which would be permitted or required in determining those amounts according to the historical cost accounting rules.

Where any fixed assets (other than listed investments – see 5.3.4.A above) are included at a valuation under the alternative accounting rules, the following information is required to be disclosed in a note to the accounts: [1 Sch 52, 1 Sch 50 (LLP)]

  • the years (so far as they are known to the directors (or the members of the LLP)) in which the assets were severally valued and the several values; and
  • where the assets have been valued during the financial year:
    • the names of the persons who valued them or particulars of their qualifications for doing so; and
    • the bases of valuations used by them.

This requirement applies to fixed assets, i.e. assets of a company / LLP which are intended for use on a continuing basis in the company's / LLP's activities [10 Sch 4, 4 Sch 3 (LLP), FRS 102 Appendix I] (see 5.2.2 above) where adapted formats or statutory formats are used.

10.3 Fair value accounting rules – financial instruments

Under FRS 102, where an entity carries financial assets or financial liabilities at fair value, or where a financial instrument is used in hedge accounting, this generally makes use of the fair value accounting rules. This is the case whatever policy choice (i.e. Section 11 and Section 12, IFRS 9 or IAS 39) the entity applies to the recognition and measurement of financial instruments. Situations that are covered by the alternative accounting rules instead are listed at 10.2 above.

The fair value accounting rules are based on those in the Accounting Directive which are intended to be consistent with application of IAS 39. Therefore they allow for financial instruments to be accounted at fair value through profit or loss, or as available-for-sale financial assets.

Where financial assets or financial liabilities are measured at fair value under Sections 11 and 12, the accounting is always fair value through profit or loss (and falls within the fair value accounting rules).

Where IFRS 9 is applied, whether fair value changes are recognised in profit or loss or in other comprehensive income depends on the type of financial instrument held at fair value. Our view is that accounting for investments in equity instruments at fair value through other comprehensive income under IFRS 9 makes use of the alternative accounting rules instead of the fair value accounting rules (see 10.2 above).

However, the following situations for accounting for financial instruments at fair value under IFRS 9 do not fall neatly within the fair value accounting rules:

  1. designation of a financial liability at fair value through profit and loss; and [IFRS 9.4.2.2, 5.7.1(c), 5.7.7-9]
  2. investments in debt instruments classified as measured at fair value through other comprehensive income which are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. [IFRS 9.4.1.2A, 5.7.1(d), 5.7.10-11].

In situation (a) above, fair value changes attributable to changes in the credit risk of the liability (often referred to as ‘own credit risk’) are presented in other comprehensive income, unless that treatment would create or enlarge an accounting mismatch in profit or loss. [IFRS 9.4.2.2, 5.7.1(c), 5.7.7-9]. Appendix III to FRS 102 explains that, where entities applying IFRS 9 record fair value gains and losses attributable to changes in credit risk in other comprehensive income, this will usually be a departure from the requirements of paragraph 40 of Schedule 1 to the Regulations (which requires fair value gains and losses on financial instruments measured at fair value to be recorded in profit or loss, except when the financial instrument is a hedging instrument or an available-for-sale security), for the overriding purpose of giving a true and fair view. [FRS 102 Appendix III.12C]. See 9.2.2 above.

Appendix III does not discuss situation (b) above. Where investments in certain debt instruments are measured at fair value through other comprehensive income under IFRS 9, the model used for accounting for changes in the fair value of a debt instrument through other comprehensive income is similar to that for an available-for-sale financial asset under IAS 39 (although it is not described as ‘available-for-sale’). In our view, it can be inferred from the silence on the matter in Appendix III to FRS 102 that this model is included within the fair value accounting rules and does not therefore require the use of a true and fair override to apply.

In addition, particular care needs to be taken where Sections 11 and 12 or IAS 39 is used, as in some situations the fair value accounting rules in the Regulations (or the LLP Regulations) do not permit use of fair value. This conflict does not exist where IFRS 9 is applied (as IFRS 9 is the extant IFRS). Where accounting for the financial instrument at fair value would conflict with the Regulations (or the LLP Regulations) where Sections 11 and 12 or IAS 39 are applied, the financial instrument (for Sections 11 and 12) or financial asset (for IFRS 9) is required to be carried at amortised cost. [FRS 102.12.8(c)]. See 10.3.1 below.

The fair value accounting rules also apply to certain commodity-based contracts (which are generally required to be accounted for as financial instruments under accounting standards). References to ‘derivatives’ in the fair value accounting rules include commodity-based contracts that give either contracting party the right to settle in cash or in some other financial instrument, except where such contracts: [10 Sch 2, 4 Sch 1 (LLP)]

  • were entered into for the purpose of, and continue to meet the company's (or the LLP's) expected purchase, sale or usage requirements;
  • were designated for such purpose at their inception; and
  • are expected to be settled by delivery of the commodity.

Where Schedule 2 to the Regulations is applied, the definition of a derivative and commodity contract is in that schedule.

10.3.1 Which financial instruments may be included at fair value under the Regulations and LLP Regulations?

10.3.1.A Overview

As noted at 10.3 above, FRS 102 allows a choice of policy for the recognition and measurement of financial instruments and the situations in which financial instruments are carried at fair value differ depending on the choice applied.

However, certain types of financial instruments are prohibited from being carried at fair value by company (or LLP) law. As noted at 10.3 above, FRS 102 requires such instruments to be carried at amortised cost (where Sections 11 and 12, or IFRS 9 are applied). [FRS 102.11.2A, 12.2A, 12.8(c)]. Chapter 10 at 6.4 discusses types of financial instruments where the accounting in Sections 11 and 12 may conflict with the Regulations and LLP Regulations – meaning that amortised cost treatment is required under FRS 102.

Paragraph 36 of Schedule 1 to the Regulations permits financial instruments, whose fair values can be reliably measured (see 10.3.1.B below), to be included at fair value. However, certain types of financial instruments are prohibited from being included at fair value by paragraphs 36(2) and 36(3) of Schedule 1 to the Regulations, unless the financial instrument falls within paragraph 36(4) of Schedule 1 to the Regulations. [1 Sch 36(4)]. The items listed in paragraphs 36(2) and 36(3) may, therefore, still be held at fair value, subject to meeting the requirements in paragraph 36(4) of Schedule 1 to the Regulations, i.e. the accounting is permitted by EU-adopted IFRSs and the disclosures required by such accounting standards are given. See 10.3.1.C and 10.3.1.D below. The accounting would also need to comply with the accounting standard, FRS 101 or FRS 102, adopted.

The same requirements (as paragraph 36) are included in paragraph 44 of Schedule 2 (for banking companies) and paragraph 30 of Schedule 3 (for insurance companies) to the Regulations, [2 Sch 44, 3 Sch 30], and paragraph 36 of Schedule 1 to the LLP Regulations. [1 Sch 36 (LLP)]. References below to paragraph 36 are to paragraph 36 of Schedule 1 to the Regulations and paragraph 36 of Schedule 1 to the LLP Regulations but also apply to the same requirements for banking companies and insurance companies (and to small companies and small LLPs).

It is, therefore, important to ensure that the use of fair value accounting is indeed permitted by EU-adopted IFRS.

For application of paragraph 36(4) under FRS 101, see Chapter 2 at 6.3.

10.3.1.B Determination of reliable fair values

Where the fair value accounting rules are applied, financial instruments (including derivatives) may be included at fair value, only where this can be determined reliably in accordance with paragraph 37 of Schedule 1 to the Regulations (or paragraph 37 of Schedule 1 to the LLP Regulations). [1 Sch 36(1), (5), 1 Sch 36(1) (LLP), (5) (LLP)].

The fair value of a financial instrument is determined as follows: [1 Sch 37, 1 Sch 37 (LLP)]

  1. if a reliable market can readily be identified for the financial instrument, by reference to its market value;
  2. if a reliable market cannot readily be identified for the financial instrument but can be identified for its components or for a similar instrument, by reference to the market value of its components or of the similar instrument; or
  3. if neither (a) nor (b) apply, a value resulting from generally accepted valuation models and techniques that must ensure a reasonable approximation of the market value.

See Chapter 10 at 8.6 for FRS 102's requirements on determining fair values of financial instruments, which set out a similar (but not identically worded) fair value hierarchy. [FRS 102.11.27-32, 12.10-12].

10.3.1.C Financial instruments held at fair value subject to paragraph 36(4) of Schedule 1 to the Regulations (and equivalent requirements)

Paragraphs 36(2)(c) and 36(3) of the Regulations (and its equivalents) list certain types of financial instruments which are not allowed to be held at fair value – unless this is permitted by the requirements of paragraph 36(4) (and its equivalents) – as follows:

  • financial liabilities, unless they are held as part of a trading portfolio or are derivatives;
  • financial instruments (other than derivatives) held to maturity;
  • loans and receivables originated by the company (or the LLP) and not held for trading purposes;
  • interests in subsidiary undertakings, associated undertakings and joint ventures;
  • equity instruments issued by the company (or the LLP);
  • contracts for contingent consideration in a business combination; or
  • other financial instruments with such special characteristics that the instruments, according to generally accepted accounting principles or practice, should be accounted for differently from other financial instruments. [1 Sch 36(2)-36(3), 1 Sch 36(2) (LLP)-(3) (LLP)].

FRS 102 allows a choice of applying either IAS 39, IFRS 9, or Sections 11 and 12 for the recognition and measurement of financial instruments. The situations in which financial instruments are carried at fair value under FRS 102 will differ depending on the choice taken. Following the adoption by the EU of IFRS 9, this standard is now the principal point of reference for which financial instruments may be included in the accounts at fair value when referring to paragraph 36(4) of Schedule I to the Regulations.

Furthermore, the Regulations (and its equivalents) were written with the application of the previously extant IAS 39 in mind. Terms such as ‘loans and receivables’, ‘held to maturity’ and ‘held for trading’ are not defined in FRS 102. The Regulations indicate that these terms are defined in the Accounting Directive (Directive 2013/34/EU) and Directive 91/674/EEC (for insurance undertakings) and in paragraph 96 of Schedule 2 to the Regulations (for banking companies). [10 Sch 3(1), 4 Sch 2(1) (LLP)]. Some of these terms are no longer used in IFRS 9 and therefore it would be necessary to refer back to definitions under the version of IAS 39 extant immediately before the introduction of IFRS 9.

Interests in subsidiary undertakings are as defined in section 1162 of the CA 2006; interests in associated undertakings are as defined in paragraph 19 of Schedule 6 to the Regulations (and paragraph 19 of Schedule 3 to the LLP Regulations) and interests in joint ventures are as defined in paragraph 18 of Schedule 6 to the Regulations (and paragraph 18 of Schedule 3 to the LLP Regulations). [1 Sch 36(6), 1 Sch 36(6) (LLP)]. See 5.3.4.C to 5.3.4.E above and Chapter 3 at 3.1.2 for guidance on the definitions.

Paragraph 36(4) states that ‘financial instruments which under international accounting standards may be included in accounts at fair value, may be so included, provided that the disclosures required by such accounting standards are made.’ [1 Sch 36(4), 1 Sch 36(4) (LLP)]. International accounting standards means EU-adopted IFRS in accordance with the IAS Regulation. [s474]. This is also the meaning of ‘international accounting standards’ included in Article 8.6 of the Accounting Directive. Accordingly, reference is made to IFRS 9, in determining whether certain financial instruments may be held at fair value and the required disclosures.

Not all the types of financial instruments listed in paragraphs 36(2) and 36(3) may be held at fair value under FRS 101 and FRS 102 (even if they meet the conditions in paragraph 36(4)). The situations where financial instruments would appear to be held at fair value in accordance with paragraph 36(4) for an FRS 102 reporter are set out in Chapter 3 at 3.4.1, and for an FRS 101 reporter in Chapter 2 at 6.3.

FRS 102 permits or requires investments in subsidiaries, associates and joint ventures to be measured at fair value in consolidated and / or individual financial statements. However, such items are still held at fair value subject to the requirements of paragraph 36(4) (and its equivalents). Investments in subsidiaries held at fair value through profit or loss in consolidated financial statements would meet the requirements of paragraph 36(4) in situations where this accounting would be permitted under EU-adopted IFRS (such as IFRS 10 – Consolidated Financial Statements). Where accounting at fair value through profit or loss is not permitted by EU-adopted IFRS, this would generally be a departure from the requirements of paragraph 36(4) and require the use of the true and fair override. Note also that in consolidated financial statements, carrying investments in associates or joint ventures at fair value through profit or loss may conflict with the requirement to apply the equity method in Schedule 6 to the Regulations (or Schedule 3 to the LLP Regulations), also requiring use of the true and fair override. [6 Sch 21, 3 Sch 21 (LLP)]. See 9.2.2 above for discussion of the true and fair override.

10.3.1.D Disclosures where paragraph 36(4) of Schedule 1 to the Regulations applies

Appendix III to FRS 102 comments that an entity applying FRS 102 and holding financial instruments measured at fair value may be required to provide the disclosures required by paragraph 36(4). [FRS 102 Appendix III.13].

As noted at 10.3.1.C above, the disclosures required by paragraph 36(4) (and its equivalents) are those in extant EU-adopted IFRS, as confirmed by Appendix II – Note on Legal requirements to FRS 101 which addresses the same paragraph. [FRS 101 Appendix II.2.7]. The most logical interpretation of this is that an entity should make all material disclosures required by IFRS 7 – Financial Instruments: Disclosures – and IFRS 13 – Fair Value Measurement – in respect of such financial instruments.

However, Appendix III to FRS 102 states that the disclosures required by paragraph 36(4) have been incorporated into Section 11. Some of the disclosure requirements of Section 11 apply to all financial instruments measured at fair value, whilst others (such as paragraph 11.48A) apply only to certain financial instruments (this does not include financial instruments held as part of a trading portfolio nor derivatives). The disclosure requirements of paragraph 11.48A will predominantly apply to certain financial liabilities, however, there may be instances where paragraph 36(3) requires that the disclosures must also be provided in relation to financial assets, e.g. investments in subsidiaries, associates or jointly controlled entities measured at fair value (see paragraph 9.27B of FRS 102). [FRS 102 Appendix III.13].

While this guidance implies that FRS 102 reporters complying in full with the disclosures included in Sections 11 and 12 will be meeting the disclosure requirements of paragraph 36(4) (and its equivalents), we consider that particular care needs to be taken with both the scope of the disclosures and which disclosures are required. In any event, FRS 102 reminds entities that they must ensure that they comply with any relevant legal requirements applicable to them and that the standard does not necessarily contain all legal disclosure requirements. [FRS 102.1.2A].

The disclosure requirements of Sections 11 and 12 apply to financial instruments within the scope of whichever accounting standard is applied for recognition and measurement of financial instruments. [FRS 102.11.1, 11.2, 11.7, 12.1, 12.2, 12.3, 12.26]. A qualifying entity (that is not a financial institution) applying the reduced disclosure framework in its individual financial statements (see Chapter 3 at 3) may benefit from certain disclosure exemptions from Sections 11 and 12 but must still give the disclosures required by Section 11 for any financial instruments held at fair value subject to the requirements of paragraph 36(4) (and its equivalents). [FRS 102.1.8, 1.12(c)].

However, paragraph 11.48A, which is excluded from the disclosure exemptions in the reduced disclosure framework, has a more restricted scope than other paragraphs in Section 11. It states that: ‘An entity, including an entity that is not a company, shall provide the following disclosures only for financial instruments measured at fair value through profit or loss in accordance with paragraph 36(4) of Schedule 1 to the Regulations (and the equivalent requirements of the Small Companies Regulations, the LLP Regulations, and the Small LLP Regulations) ….’ [emphasis added]. Paragraph 11.48A clarifies that its requirements do not apply to financial liabilities held as part of a trading portfolio nor derivatives. [FRS 102.11.48A]. However, the reference to an ‘entity, including an entity that is not a company’ appears to suggest that these disclosures should be given by entities that are not subject to the statutory requirements in paragraph 36(4) (or its equivalents) if they hold financial instruments that would fall within that paragraph, if the entity had been a UK company.

FRS 102 also requires a parent adopting a policy of accounting for its investments in subsidiaries, associates or jointly controlled entities at fair value through profit or loss in its separate financial statements to comply with the requirements of paragraph 36(4) by applying the disclosure requirements of Section 11 to those investments. [FRS 102.9.27B]. This means that all applicable disclosures in Section 11 must be given in respect of those investments. In our view, the same requirement would also apply where investments in subsidiaries, associates or jointly controlled entities are held at fair value through profit or loss in consolidated financial statements or in the individual financial statements of an investor or venturer (that is not a parent).

Particular care should also be taken where IAS 39 or IFRS 9 is applied to the recognition and measurement of financial instruments, as financial instruments held at fair value (but not through profit or loss) may in principle be held at fair value subject to paragraph 36(4) (or its equivalents). Examples might include an available-for-sale financial asset or debt instrument at fair value through other comprehensive income that falls within the financial instruments listed in paragraph 36(3). Section 11 and Section 12's disclosure requirements for financial instruments at fair value, including paragraph 11.48A, are generally framed in respect of financial instruments at fair value through profit or loss.

10.3.2 Accounting for changes in fair value of financial instruments

The following requirements apply where a financial instrument is valued in accordance with: [1 Sch 40(1), 1 Sch 40(1) (LLP)]

  • paragraph 36 of Schedule 1 to the Regulations (or paragraph 36 of Schedule 1 to the LLP Regulations) – i.e. the financial instrument is measured at fair value; or
  • paragraph 38 of Schedule 1 to the Regulations (or paragraph 38 of Schedule 1 to the LLP Regulations) – i.e. it is a hedged asset or liability (or identified portion of such an asset or liability) qualifying as a hedged item under a fair value hedge accounting system and included at the amount required under that system (see 10.3.3.A below).

Notwithstanding the general requirement that only realised profits are included in the profit and loss account, [1 Sch 13, 1 Sch 13 (LLP)], a change in the value of the financial instrument must be included in the profit and loss account. [1 Sch 40(2), 1 Sch 40(2) (LLP)].

However, there are exceptions to this general rule, as follows: [1 Sch 40(3)-40(4), 1 Sch 40(3) (LLP)-(4) (LLP)]

  1. the financial instrument accounted for is a hedging instrument under a hedge accounting system that allows some or all of the change in value not to be shown in the profit and loss account (see 10.3.3 below); or
  2. the change in value relates to an exchange difference arising on a monetary item that forms part of a company's (or an LLP's) net investment in a foreign entity (see below); or
  3. the financial instrument is an available-for-sale financial asset (and is not a derivative).

    This treatment is permitted where IAS 39 is applied to the recognition and measurement of financial instruments by a FRS 102 reporter. See also the discussion at 10.3 above in respect of accounting for certain debt instruments classified as measured at fair value through other comprehensive income under IFRS 9.

In respect of (a) and (b) above, the amount of the change in value must be credited to (or as the case may be) debited from a separate reserve (the fair value reserve). In respect of (c) above, the amount of the change in value may be credited to (or as the case may be) debited from a separate reserve (the fair value reserve). [1 Sch 40(3)-(4), 1 Sch 40(3) (LLP)-(4) (LLP)]. The fair value reserve must be adjusted to the extent that the amounts shown in it are no longer necessary for the purposes of paragraphs 40(3) and 40(4). The treatment for taxation purposes of amounts credited to or debited to the fair value reserve must be disclosed in a note to the accounts. [1 Sch 41, 1 Sch 41 (LLP)].

FRS 102 requires that exchange differences arising on a monetary item that in substance forms part of a company's net investment in a foreign operation (which may include long-term receivables or loans, but not trade receivables or payables) are recognised in other comprehensive income (and accumulated in equity) in the financial statements that include the foreign operation and the reporting entity (e.g. consolidated financial statements). Such items are recognised in profit or loss in the separate financial statements of the reporting entity or the individual financial statements of the foreign operation, as appropriate. [FRS 102.30.12-13]. See Chapter 27 at 3.7. While not explicitly stated by the Regulations (and LLP Regulations), it seems that (b) is intended to address accounts that include the foreign operation and the reporting entity. Moreover, given the scope of paragraph 40 (see above), it is not clear that (b) would apply to a monetary item such as a loan to a foreign entity measured at amortised cost.

10.3.3 Hedge accounting

10.3.3.A Fair value hedge accounting

A company (or an LLP) may include any assets and liabilities, or identified portions of such assets or liabilities, that qualify as hedged items under a fair value hedge accounting system at the amount required under that system. [1 Sch 38, 1 Sch 38 (LLP)].

The fair value accounting rules, therefore, permit the adjustments made to hedged items under fair value hedge accounting under IAS 39, IFRS 9 and Section 12. See Chapter 10 at 10 and Chapter 49 of EY International GAAP 2019.

10.3.3.B Cash flow hedge and net investment hedge accounting

Where the financial instrument accounted for is a hedging instrument under a hedge accounting system that allows some or all of the change in value not to be shown in the profit and loss account, the amount of the change in value must be credited to (or as the case may be) debited from a separate reserve (‘the fair value reserve’). [1 Sch 40(3), 1 Sch 40(3) (LLP)].

The fair value reserve must be adjusted to the extent that the amounts shown in it are no longer necessary for the purposes of paragraph 40(3) of Schedule 1 to the Regulations (or paragraph 40(3) in Schedule 1 to the LLP Regulations). The treatment for taxation purposes of amounts credited to or debited to the fair value reserve must be disclosed in a note to the accounts. [1 Sch 41, 1 Sch 41 (LLP)].

The fair value accounting rules, therefore, support hedge accounting of a net investment of a foreign operation and cash flow hedge accounting under IAS 39, IFRS 9 and Section 12. Under these forms of hedge accounting, the entity recognises in other comprehensive income only the effective portion of the hedge and amounts accumulated in equity are reclassified in profit or loss, where required by Section 12, IAS 39 or IFRS 9 for cash flow hedge accounting. FRS 102 does not permit reclassification of exchange differences accumulated in equity arising from hedges of a net investment of a foreign operation. See Chapter 10 at 10 and Chapter 49 of EY International GAAP 2019.

10.3.4 Disclosures required by the Regulations and LLP Regulations

Where financial instruments have been valued in accordance with paragraph 36 (i.e. at fair value) (see 10.3.1 above) or paragraph 38 (see 10.3.3.A above) of Schedule 1 to the Regulations (or paragraphs 36 or 38 of Schedule 1 to the LLP Regulations), the notes to the accounts must include: [1 Sch 55, 1 Sch 53 (LLP)]

  • the significant assumptions underlying the valuation models and techniques used to determine the fair value of the instruments (this is situation (c) at 10.3.1.B above);
  • in the case of financial instruments, their purchase price, the items affected and the basis of valuation (Schedule 3 to the Regulations only); [3 Sch 73(2)(b)]
  • for each category of financial instrument, the fair value of the assets in that category and the changes in value:
    • included directly in the profit and loss account, or
    • credited to or (as the case may be) debited from the fair value reserve

      in respect of those assets.

      Despite referring to ‘assets’, in our view, having regard to the underlying Accounting Directive requirement, this disclosure is likely intended to apply to both financial assets and financial liabilities;

  • for each class of derivatives, the extent and nature of the instruments, including significant terms and conditions that may affect the amount, timing and certainty of future cash flows; and
  • where any amount is transferred to or from the fair value reserve during the financial year, there must be stated in tabular form:
    • the amount of the reserve as at the date of the beginning of the financial year and as at the balance sheet date respectively;
    • the amount transferred to or from the reserve during that year; and
    • the source and application respectively of the amounts so transferred.

Appendix III to FRS 102 notes that most of these disclosures will be satisfied by equivalent requirements of the standard but entities will need to take care to ensure appropriate disclosure of derivatives is provided. [FRS 102 Appendix III.12D].

Where the company (or LLP) has derivatives that it has not included at fair value, there must also be stated for each class of derivatives, the fair value of the derivatives in that class (if such a value can be determined in accordance with the requirements set out in 10.3.1.B above) and the extent and nature of the derivatives. [1 Sch 56, 1 Sch 54 (LLP)]. This situation should rarely arise under FRS 102 since derivatives are required to be measured at fair value.

Further disclosures are required where:

  • the company (or LLP) has financial fixed assets that could be included at fair value under paragraph 36 of Schedule 1 to the Regulations (or paragraph 36 of Schedule 1 to the LLP Regulations) (see 10.3.1 above);
  • the amount at which those items are included under any item in the company's (or the LLP's) accounts is in excess of their fair value; and
  • the company (or the LLP) has not made provision for diminution in value of those assets in accordance with paragraph 19(1) of Schedule 1 to the Regulations (or paragraph 19(1) of Schedule 1 to the LLP Regulations) (see 10.1.2 above).

In such circumstances, there must also be stated:

  • the amount at which either the individual assets or appropriate groupings of those individual assets are included in the company's (or LLP's) accounts;
  • the fair value of those assets or groupings; and
  • the reasons for not making a provision for diminution in value of those assets, including the nature of the evidence that provides the basis for the belief that the amount at which they are stated in the accounts will be recovered. [1 Sch 57, 1 Sch 55 (LLP)].

10.4 Investment properties, living animals and plants, and stocks

10.4.1 Fair value accounting rules under the Regulations and LLP Regulations

The fair value accounting rules allow:

  • investment property;
  • living animals and plants; and
  • stocks

to be included at fair value, provided that, as the case may be, all such investment property, living animals and plants, and stocks are so included where their fair value can reliably be determined. Fair value, for these purposes, is ‘fair value determined in accordance with generally accepted accounting principles or practice’. [1 Sch 39, 1 Sch 39 (LLP), FRS 102 Appendix III.26].

Notwithstanding the general requirement that only realised profits are included in the profit and loss account, [1 Sch 13, 1 Sch 13 (LLP)], a change in the value of the investment property or living animal or plant must be included in the profit and loss account. [1 Sch 40(1)-40(2), 1 Sch 40(1) (LLP)-(2) (LLP)].

The Regulations (and LLP Regulations) do not specify how changes in the fair value of stock are recognised under the fair value accounting rules. However, FRS 102 requires that fair value gains are only recognised in profit or loss on inventories measured at fair value less costs to sell. This accounting is only permitted where the entity operates in an active market, where sale can be achieved at published prices, and inventory is a store of readily realisable value. [FRS 102.13.3].

10.4.2 FRS 102's requirements for fair value accounting

FRS 102's requirements for investment property (see Chapter 14 at 3.2 and 3.3) and biological assets (see Chapter 31 at 2) make use of the fair value accounting rules described at 10.4 above.

FRS 102 requires that investment property (including property held by a lessee under an operating lease, that would otherwise meet the definition of investment property, that an entity elects (on a property-by-property basis) to treat as investment property) is measured at fair value at each reporting date with changes in fair value recognised in profit or loss. The Triennial review 2017 removed the undue cost or effort exemption from the previous version of FRS 102 that enabled some investment property to be accounted for as property, plant and equipment using the cost model in Section 17. Therefore, this exemption is only available for accounting periods beginning before 1 January 2019 and where the Triennial review 2017 amendments are not being early adopted. However, the Triennial review 2017 did introduce an accounting policy choice between a cost or fair value model, where investment property is rented to another group entity, see Chapter 14 at 3.2 and 3.3. [FRS 102.16.1, 16.1A, 16.7].

FRS 102 permits an entity engaged in agricultural activity a policy choice for each class of biological asset (and its related agricultural produce) to use either the fair value model or cost model. [FRS 102.34.3A-B].

Like the Regulations (and LLP Regulations), FRS 102 only permits use of fair value for biological assets where fair value can be measured reliably. [FRS 102.34.6A]. However, FRS 102's requirements for biological assets permit a policy choice of the fair value or cost models to be applied to a class of assets whereas the Regulations (and LLP Regulations) would require the fair value model, if adopted, to be applied to all such biological assets, where the fair value can reliably be determined.

Under FRS 102, inventories held for distribution are measured at the lower of cost adjusted, when applicable, for any loss of service potential and replacement cost. [FRS 102.13.4A]. Appendix III to FRS 102 explains this is an application of fair value accounting and notes that for inventories, including those held for distribution at no or nominal value (particularly items distributed to beneficiaries by public benefit entities), there is unlikely to be a significant difference between replacement cost and fair value. [FRS 102 Appendix III.37].

While not noted in Appendix III, where inventories are measured at fair value less costs to sell, [FRS 102.13.3], this presumably also applies the fair value accounting rules (assuming there is unlikely to be a significant difference between fair value and fair value less costs to sell).

10.4.3 Disclosures required by the Regulations and LLP Regulations

Where the amounts included in the accounts in respect of stocks, investment property, or living animals and plants have been determined using the fair value accounting rules, the balance sheet items affected and the basis of valuation adopted in the case of each such item must be disclosed in a note to the accounts. [1 Sch 58(1), (2), 1 Sch 56(1) (LLP), (2) (LLP)].

In respect of investment property accounted for using the fair value accounting rules, for each balance sheet item affected, the comparable amounts determined according to the historical cost accounting rules or the differences between those comparable amounts and the amounts actually shown in the balance sheet in respect of that item must be disclosed in a note to the accounts. [1 Sch 58(3)-(4), 1 Sch 56(3) (LLP)-(4) (LLP)]. This is a similar disclosure to that required where an item is valued subject to the alternative accounting rules and is explained further at 10.2.4 above.

Where stocks, investment property, or living animals and plants have been fair valued in accordance with paragraph 39 of Schedule 1 to the Regulations (or paragraph 39 of Schedule 1 to the LLP Regulations) (see 10.4.1 above), the notes to the accounts must include: [1 Sch 55, 1 Sch 53 (LLP)]

  • the significant assumptions underlying the valuation models and techniques used to determine the fair value of the assets; and
  • for each category of asset, the fair value of the assets in that category and the changes in value included directly in the profit and loss account in respect of those assets.

These disclosures are similar to those required by the same paragraph for financial instruments held at fair value (see 10.3.4 above). However, disclosures in respect of the fair value reserve are only relevant for financial instruments held at fair value.

11 SUMMARY OF DIFFERENCES BETWEEN FRS 102 AND IFRS

This Appendix refers to the Regulations and LLP Regulations in the context of the columns addressing FRS 102 (not applying the small entities regime in Section 1A). The Regulations and LLP Regulations apply to statutory accounts prepared by UK companies and LLPs not applying the small companies regime, small LLPs regime or micro-entity provisions. For simplicity, the comparison is for a UK company preparing its financial statements in accordance with Schedule 1 to the Regulations or an LLP. Other UK companies and certain other entities are subject to similar statutory requirements (but there may be some differences, particularly in relation to the formats applied).

All relevant schedules in the Regulations (or LLP Regulations) apply to the statutory accounts of a UK company (or an LLP) prepared in accordance with FRS 102 – which are Companies Act accounts (or non-IAS accounts, for an LLP). Only certain schedules in the Regulations (or LLP Regulations) apply to statutory accounts prepared by UK companies (or LLPs) in accordance with EU-adopted IFRS, which are IAS accounts. Therefore, many of the requirements in the Regulations referred to in the FRS 102 columns do not apply to IAS accounts (although they do apply to FRS 101 financial statements).

FRS 102 requires all entities to follow the applicable formats for the profit and loss account and balance sheet set out in the Regulations (or LLP Regulations), except to the extent that these conflict with the entity's statutory framework. While UK companies applying Schedule 1 to the Regulations and LLPs are able to follow adapted or statutory formats, banking and insurance companies (and groups) must follow the applicable statutory formats in Schedules 2 and 3 to the Regulations (which differ). The other disclosure requirements of the Regulations (or LLP Regulations) only apply to entities subject to these statutory requirements.

FRS 102 IFRS
Complete set of financial statements

A complete set of financial statements (see 3.5 above) includes a:

  • statement of financial position;
  • statement of comprehensive income (either as a single statement or as a separate income statement and statement of comprehensive income);
  • statement of cash flows (unless exempt);
  • statement of changes in equity; and
  • related notes.

In certain circumstances, a statement of income and retained earnings can be presented as an alternative to a statement of changes in equity and a statement of comprehensive income.

Comparatives must be presented. FRS 102 includes guidance on comparatives for narrative as well as numerical information.

FRS 102 permits the use of other titles – such as balance sheet or profit and loss account for the primary statements – as long as they are not misleading.

IFRS has the same components for a complete set of financial statements as FRS 102. There is more extensive guidance on comparatives.

However, there are no exemptions from presenting a cash flow statement, and a statement of income and retained earnings is not available as an alternative primary statement.

Application of company law formats for profit and loss account and balance sheet

The income statement (or profit and loss section of statement of comprehensive income) and statement of financial position of all entities must comply with the applicable profit and loss account and balance sheet formats set out in the Regulations or the LLP Regulations, except to the extent that these requirements are not permitted by any statutory framework under which such entities report.

FRS 102 permits use of adapted formats (which are similar to IAS 1 formats) as an alternative to statutory formats where Schedule 1 to the Regulations or the LLP Regulations are applied. See 4 to 6 above.

Additional line items, headings and subtotals must be presented when relevant to an understanding of the financial position or financial performance (see 6.7.2 above). The General Rules to the formats (and FRS 102) explain the flexibility available to amend line items (see 4.4 above).

The LLP SORP also has additional requirements relevant to the presentation of FRS 102 financial statements of LLPs.

The statement of financial position and statement of comprehensive income follow the requirements of IAS 1 which sets out minimum line items to be presented on the face of these primary statements.

The formats in the Regulations and the LLP Regulations do not apply.

IAS 1 also requires additional line items, headings and subtotals to be presented when relevant to an understanding of the financial position or financial performance. IAS 1 generally provides more flexibility to amend its formats compared to FRS 102. However, IAS 1 includes more guidance on the use of additional line items, including reconciliation of additional subtotals presented with the subtotals and totals required by IFRS.

Definition of discontinued operations

Discontinued operations (see 6.8 above) are defined as a component of an entity that has been disposed of and:

  • represented a separate major line of business or geographical area of operations, or
  • was part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or
  • was a subsidiary acquired exclusively with a view to resale.

FRS 102 requires that the operations have been disposed of by the reporting date. There is no further guidance on the definition of discontinued operations.

IFRS 5 has the same definition of discontinued operation as FRS 102, except that the definition refers to a component of an entity that either has been disposed of or is classified as held for sale.

IFRS 5 includes extensive guidance on the definition. It is explicit that discontinued operations include sales of operations leading to loss of control, operations held for distribution (or distributed) and abandoned operations (in the period of abandonment).

Presentation of discontinued operations FRS 102 requires a columnar line-by-line analysis of continuing, discontinued and total operations to be presented on the face of the statement of comprehensive income (or separate income statement) down to an amount that comprises the total of post-tax profit or loss of discontinued operations and the post-tax gain or loss attributed to the impairment or on the disposal of the assets or disposal group(s) constituting discontinued operations. See 6.8 above.

IFRS permits a one line presentation of discontinued operations comprising the total of post-tax profit or loss of discontinued operations and the post-tax gain or loss recognised on the measurement to fair value less costs to sell or on the disposal of the assets or disposal group(s) constituting the discontinued operation. No columnar analysis of each line item is required.

Additional analysis of this subtotal and other disclosures regarding discontinued operations are required in the notes.

Operating profit subtotal An operating profit subtotal is not required but FRS 102 includes guidance, where operating profit is presented. See 6.7.3 above. Like FRS 102, IAS 1 does not require an operating profit subtotal to be presented. Its basis of conclusions includes similar guidance to FRS 102 on operating profit, where this is presented.
Exceptional items

FRS 102 requires separate disclosure (in the notes or in the statement of comprehensive income / income statement) of the nature and amount of material items included in total comprehensive income. FRS 102 does not use the term ‘exceptional items’ (although the term is used in the Regulations and LLP Regulations).

Like other profit and loss account items, exceptional items should be included in the applicable heading. The adapted formats are less prescriptive as to the headings required than statutory formats. FRS 102 does not specify ‘exceptional items’ to be presented below operating profit.

See 6.7.5 above.

IAS 1 has the same requirements as FRS 102 (although the requirements of the Regulations or LLP Regulations do not apply).
Extraordinary items Extraordinary items are not permitted where Schedule 1 to the Regulations or the LLP Regulations are applied. See 6.7.6 above. IAS 1 does not have a concept of an extraordinary item.
Current and fixed assets (balance sheet statutory formats)

Statutory formats

The statutory formats in Schedule 1 to the Regulations and the LLP Regulations distinguish between current and fixed assets. Fixed assets are defined as assets of a company which are intended for use on a continuing basis in the company's activities, and current assets are assets not intended for such use.

Current assets include debtors, even if these include items expected to be realised after more than one year.

The definition of current and fixed assets differs to that for current and non-current assets in IAS 1.

FRS 102 requires disclosure of the amounts of debtors due after more than one year on the face of the statement of financial position where the amounts are so material in the context of net current assets, that the financial statements may otherwise be misinterpreted. The analysis of amounts due within and after more than one year must be presented for each line item in debtors in the notes (if not on the face of the balance sheet). See 5.2.2 above.

IAS 1 distinguishes between current assets (defined) and non-current assets (the residual), which are separate classifications on the statement of financial position.

A presentation based on liquidity can be used where it provides reliable and more relevant information.

Line items containing amounts falling due within and after more than one year must be separately analysed in the notes.

Creditors: amounts falling due within and after more than one year (balance sheet statutory formats)

Statutory formats

The statutory formats in Schedule 1 to the Regulations and the LLP Regulations distinguish between Creditors: amounts falling due within one year and Creditors: amounts falling due after more than one year.

These differ from the definitions of current and non-current liabilities in IAS 1. For example, under IAS 1, an item which is not due for settlement within 12 months is reported as a current liability if the entity expects to settle it in its operating cycle.

See 5.2.3 above.

IAS 1 distinguishes between current liabilities and non-current liabilities, which are separate classifications on the statement of financial position.

IAS 1 has detailed guidance on when a financial liability should be classified as current or non-current.

A presentation based on liquidity can be used instead of a current-non-current analysis where it provides reliable and more relevant information.

Line items containing amounts falling due within and after more than one year must be separately analysed in the notes.

Adapted balance sheet formats in Schedule 1 to the Regulations

Adapted formats

Where adapted formats in Schedule 1 to the Regulations or the LLP Regulations are applied, the statement of financial position must show the headings specified in Section 4 (similar to IAS 1), with separate classifications for current assets, non-current assets, current liabilities and non-current liabilities (see 5.1 above).

FRS 102 specifies a supplementary analysis of certain headings to be given in the statement of financial position or in the notes.

IAS 1 distinguishes between current assets, non-current assets, current liabilities and non-current liabilities which are separate classifications on the statement of financial position.

A presentation based on liquidity can be used instead of a current-non-current analysis where it provides reliable and more relevant information.

Line items containing amounts falling due within and after more than one year must be separately analysed in the notes (this is not required under FRS 102, where adapted formats are applied).

Provisions

Statutory formats

There is a single heading ‘provisions for liabilities’ in the balance sheet formats in Schedule 1 to the Regulations and the LLP Regulations. See 5.3.11 above.

Adapted formats

Where adapted formats in Schedule 1 to the Regulations or the LLP Regulations are applied, the presentation of provisions is consistent with IAS 1. See 5.1.9 above.

IAS 1 requires current and non-current provisions to be shown as separate line items on the face of the statement of financial position.
Deferred tax

Statutory formats

Deferred tax is shown as a debtor or within provisions for liabilities under the balance sheet formats in Schedule 1 to the Regulations and the LLP Regulations. See 5.3.13.B above.

Adapted formats

Where adapted formats in Schedule 1 to the Regulations or the LLP Regulations are applied, the presentation of deferred tax is consistent with IAS 1. See 5.1.11 above.

IAS 1 requires deferred tax to be shown as a separate line item on the face of the statement of financial position, classified as a non-current asset or non-current liability.
Retirement benefits

Statutory formats

The presentation of assets and liabilities under defined benefit schemes is not addressed by FRS 102. An asset would generally be presented as a debtor and a liability as a provision, under Schedule 1 to the Regulations or LLP Regulations. An alternative is to apply the presentation previously used in FRS 17 (but not net of deferred tax). See 5.3.13.D above.

Adapted formats

Where adapted formats in Schedule 1 to the Regulations or the LLP Regulations are applied, there is no specified line item for defined benefit scheme assets or liabilities. Presentation is likely to be similar to IFRS practice (although FRS 102 is silent on the analysis between current and non-current). See 5.1.13.D above.

IFRS does not require assets and liabilities under defined benefit schemes to be analysed between current and non-current. Many IFRS reporters show such assets and liabilities as non-current in practice.
Assets and disposal groups held for sale

Statutory and adapted formats

FRS 102 does not require separate presentation of assets and disposal groups held for sale. See 5.1.13.C and 5.3.13.C above.

FRS 102 requires disclosures where, at the reporting date, an entity has a binding sale agreement for a major disposal of assets or a disposal group (see 5.5 above).

IAS 1 requires separate presentation in the statement of financial position of:

  • the total of assets classified as held for sale and assets included in disposal groups classified as held for sale in accordance with IFRS 5; and
  • liabilities included in disposal groups classified as held for sale in accordance with IFRS 5.

Additional information is required in the notes.

Presentation of non-controlling interest in consolidated financial statements

Statutory and adapted formats

FRS 102 requires presentation of non-controlling interest as a separate component of equity in the consolidated statement of financial position. The profit or loss and total comprehensive income for the period attributable to non-controlling interest must be shown in the statement of comprehensive income.

Schedule 6 to the Regulations and Schedule 3 to the LLP Regulations require presentation of non-controlling interest, meaning the amount of capital and reserves (and profit or loss) attributable to shares in subsidiary undertakings held by or on behalf of persons other than the parent and its subsidiary undertakings.

This amount will usually be the same as non-controlling interest under FRS 102, although in theory differences may arise. See 4.5 above.

IAS 1 has the same presentational requirement for non-controlling interest as FRS 102. The requirements of Schedule 6 to the Regulations and Schedule 3 to the LLP Regulations do not apply.
Statement of changes in equity (SOCIE) and Statement of Income and Retained Earnings

The SOCIE is a primary statement.

Where the only movements in equity arise from profit or loss, dividends, corrections of errors or changes in accounting policy, a statement of income and retained earnings can be presented instead of the SOCIE and a statement of comprehensive income.

The SOCIE can be combined with the analysis of movements in reserves required by Schedule 1 to the Regulations or the LLP Regulations. See 7 above.

IAS 1 has the same requirements as FRS 102 except that there is no alternative to present a statement of income and retained earnings.

While the analysis of the reserves required by Schedule 1 to the Regulations or the LLP Regulations is not required under IFRSs, similar information is presented in the SOCIE.

Items to be reported in other comprehensive income

Items reported in other comprehensive income include inter alia:

  • revaluations of property, plant and equipment;
  • revaluations of investments in subsidiaries, associates and jointly controlled entities (at fair value through other comprehensive income);
  • remeasurement gains and losses on defined benefit schemes;
  • exchange gains and losses on retranslation of foreign operations; and
  • cash flow hedges and net investment hedges.

Further categories of other comprehensive income arise where IAS 39 or IFRS 9 is applied.

Exchange gains and losses on retranslation of foreign operations are not subsequently reclassified to profit or loss on ‘disposal’ / loss of control.

Schedule 1 to the Regulations and the LLP Regulations require that only realised profits are included in profit or loss (except for fair value movements in profit or loss, where the fair value accounting rules are applied).

See 6.2 above.

Items reported in other comprehensive income may differ to FRS 102 (where Sections 11 and 12 are applied) principally because of different accounting requirements for financial instruments under IFRSs.

Unlike FRS 102, the items must be grouped on the statement of comprehensive income between:

  • items that may be reclassified to profit and loss in a subsequent period; and
  • items that may be reclassified subsequently to profit and loss (which, unlike FRS 102, include exchange gains and losses on retranslation of foreign operations).

The statutory requirements on only including realised profits (with certain exceptions) in profit or loss do not apply.

Prior year adjustments

Prior year adjustments are required for retrospective correction for material errors, changes in accounting policies and reclassifications of items.

The adjustment is shown as an item in the statement of changes in equity (or where presented, statement of income and retained earnings). See 3.6.2 and 7 above.

IAS 1's requirements are the same as FRS 102 (except there is no statement of income and retained earnings).

IAS 1 additionally requires presentation of a third balance sheet at the beginning of the comparative period, where there is a restatement of comparatives.

Presentation of associates and jointly controlled entities

Statutory formats

Schedules 1 and 6 to the Regulations and the LLP Regulations only require fixed asset investments to be presented as a main heading on the face of the balance sheet.

In group accounts, income from associated undertakings – which would generally include both associates and jointly controlled entities accounted by the equity method – is a line item in the profit and loss account formats.

See 5.3.4.B and 6.6.5 above.

Adapted formats

Where adapted formats in Schedule 1 to the Regulations or the LLP Regulations are applied,

  • investments in associates and investments in jointly controlled entities are separate line items on the face of the statement of financial position (the line items do not distinguish whether the investments are accounted for by the equity method); and
  • a single line for the share of profits or losses of investments in jointly controlled entities and associates accounted for by the equity method is shown on the face of the statement of comprehensive income.

See 5.1 and 6.5 above.

FRS 102 supplementary requirements (applicable to both statutory and adapted formats)

  • The share of other comprehensive income of associates and jointly controlled entities accounted for by the equity method (combined) is a line item on the face of the statement of comprehensive income.
  • The carrying amounts of investments in associates and the carrying amounts of investments in jointly controlled entities are disclosed (this can be in the notes).
  • The share of profits or losses of investments (and the share of any discontinued operations) of jointly controlled entities accounted for by the equity method; and of associates accounted for by the equity method are disclosed (this can be in the notes).
  • There are other disclosures, but generally less extensive than IFRS.

IAS 1's presentational requirements for investments in associates and joint ventures on the face of the primary statements are similar to those for investments in associates and jointly controlled entities where adapted formats are applied in FRS 102. However, the statement of financial position only has a single line item for investments accounted for using the equity method.

IFRS generally has more extensive disclosures for associates and joint arrangements (including joint ventures), including financial information on individually material investments in joint ventures and associates (unless an exemption applies).

Reduced disclosure framework (and other disclosure exemptions)

Reduced disclosure framework

The reduced disclosure framework is available in individual financial statements of qualifying entities only, where the conditions for its use are met. The reduced disclosure framework allows for exemption from preparing a cash flow statement, certain financial instruments disclosures (for non-financial institutions), certain share-based payment disclosures and disclosure of key management personnel compensation.

The share-based payment and financial instruments disclosure exemptions require ‘equivalent disclosures’ to be included in the publicly available consolidated financial statements in which the qualifying entity is consolidated.

Related party transactions – all entities

FRS 102 does not require disclosure of intra-group related party transactions (providing that any subsidiary that is party to the transaction is wholly owned by a member of the group).

Cash flow exemptions

FRS 102 does not require the following entities to prepare a cash flow statement:

  • mutual life assurance companies;
  • retirement benefit plans;
  • investment funds that meet certain conditions (i.e. that substantially all of the entity's investments are highly liquid and are carried at fair value and a statement of changes in net assets is provided);
  • a small entity (applying Section 1A or the full version of FRS 102)). SORPs may restrict use of this exemption, e.g. the Charities SORP (FRS 102), Update Bulletin 1 only allows small charities below a lower size threshold to omit a cash flow statement.
There are no reduced disclosures for subsidiaries and parents, cash flow exemptions or exemptions for small entities available under IFRSs.
Notes: judgements and estimation uncertainty

FRS 102 requires disclosure of:

  • judgements, apart from those involving estimations, in applying accounting policies; and
  • key assumptions and sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

See 8.3 and 8.4 above.

Same requirement as FRS 102 but IAS 1 provides more guidance on disclosure of judgements and key assumptions and sources of estimation uncertainty.
Notes: sources of disclosure requirements

FRS 102 and the CA 2006, the Regulations or LLP Regulations (and other applicable regulations) include disclosure requirements for the notes.

The LLP SORP also has additional disclosure requirements relevant to FRS 102 financial statements of LLPs.

IFRS's disclosures are more extensive than those required by FRS 102.

The disclosures required by Schedules 1 to 3, and 6 to the Regulations or Schedules 1 and 3 to the LLP Regulations do not apply to IAS accounts.

However, IAS accounts must comply with disclosures in the CA 2006, and other applicable schedules of the Regulations or LLP Regulations (and other applicable regulations).

Statement of compliance

A statement of compliance that the financial statements are prepared in accordance with FRS 102 (and where applicable, FRS 103) is required. Where an entity is a public benefit entity, a statement to this effect must also be included.

The Regulations (and the LLP Regulations) require large and medium-sized companies (and LLPs) to state that the accounts have been prepared in accordance with applicable accounting standards, giving particulars of any departures. Medium-sized companies (and LLPs) do not need to give this statement in their individual accounts. See 3.8 above.

A statement of compliance that the financial statements are prepared in accordance with IFRSs (or EU-adopted IFRSs, where applicable) is required.

The requirements in the Regulations (and the LLP Regulations) to state that the accounts have been prepared in accordance with applicable accounting standards do not apply.

References

  1. 1 The Statutory Auditors Regulations 2017 (SI 2017/1164), para. 2(5)(a), Schedule 3 para. 4.
  2. 2 Unregistered Companies Regulations 2009 (SI 2009/2436, para. 10 (amended by SI 2013/1972, para. 2).
  3. 3 Partnerships (Accounts) Regulations 2008 (SI 2008/569), para. 4 and Schedule.
  4. 4 Partnerships (Accounts) Regulations 2008 (SI 2008/569), para. 4 and Schedule.
  5. 5 Partnerships (Accounts) Regulations 2008 (SI 2008/569), para. 4 and Schedule.
  6. 6 LLPs – Note 3 on the balance sheet formats in Section B of Part 1 of Schedule 1 to LLP Regulations (SI 2008/1913).
  7. 7 Note 1 on the balance sheet formats in Section B of Part 1 of Schedule 1 to SI 2008/410.
  8. 8 LLPs – Note 1 on the balance sheet formats in Section B of Part 1 of Schedule 1 to SI 2008/1913.
  9. 9 LLPs – Note 2 on the balance sheet formats in Section B of Part 1 of Schedule 1 to SI 2008/1913.
  10. 10 LLPs – Regulation 5 and Schedule 2 to SI 2008/1913.
  11. 11 LLPs – para. 18 of Schedule 3 to SI 2008/1913.
  12. 12 LLPs – Note 6 on the balance sheet formats in Section B of Part 1 of Schedule 1 to SI 2008/1913.
  13. 13 LLPs – Note 3 on the balance sheet formats in Section B of Part 1 of Schedule 1 to SI 2008/1913.
  14. 14 Note 6 on the balance sheet formats in Section B of Part 1 of Schedule 1 to SI 2008/410. For LLPs, the alternative position is line item C (note 4 to the balance sheet formats in Section B of Part 1 of Schedule 1 to SI 2008/1913).
  15. 15 LLPs – Note 5 on the balance sheet formats in Section B of Part 1 of Schedule 1 to SI 2008/1913.
  16. 16 LLPs – Note 7 on the balance sheet formats in Section B of Part 1 of Schedule 1 to SI 2008/1913.
  17. 17 Note 10 on the balance sheet formats in Section B of Part 1 of Schedule 1 to SI 2008/410. For LLPs, the alternative position is line item I (note 8 on the balance sheet formats in Section B of Part 1 of Schedule 1 to SI 2008/1913).
  18. 18 LLPs – Note 9 on the balance sheet formats in Section B of Part 1 of Schedule 1 to LLP Regulations (SI 2008/1913).
  19. 19 Note 12 on the balance sheet formats in Section B of Part 1 of Schedule 1 to SI 2008/410.
  20. 20 LLPs – Note 12 on the profit and loss accounts (format 1) in Section B of Part 1 of Schedule 1 to SI 2008/1913.
  21. 21 LLPs – Note 13 on the profit and loss account formats (format 1) in Section B of Part 1 of Schedule 1 to SI 2008/1913.
  22. 22 LLPs – Note 14 on the profit and loss account formats (format 1) in Section B of Part 1 of Schedule 1 to SI 2008/1913.
  23. 23 Corporate Reporting Thematic Review- Alternative Performance Measures (APMs), November 2017.
  24. 24 www.esma.europa.eu/
  25. 25 LLPs – Note 15 on the profit and loss accounts (format 1) in Section B of Part 1 of Schedule 1 to SI 2008/1913.
  26. 26 The Statutory Auditors and Third Country Auditors Regulations 2016 (SI 2016/649), paras. 1(4), 18.
  27. 27 Partnership (Accounts) Regulations, para. 4(2)
  28. 28 See, for example, the FRC's Corporate Reporting Review: Annual Report 2015 (October 2015), section 5.2.
  29. 29 Lab case study report – William Hill: accounting policies, FRC Lab, February 2015.
  30. 30 The Registrars' Rules require that the filed copy of the annual accounts is also signed by a director.
  31. 31 True and Fair, FRC, June 2014.
  32. 32 Going Concern and Liquidity Risks: Lessons for Companies and Auditors – Final Report and Recommendations of the Panel of Inquiry, The Sharman Inquiry, June 2012.
  33. 33 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, Summary and paras. 1.1-1.4.
  34. 34 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, para. 2.1.
  35. 35 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, paras. 2.3, 4.1-4.3.
  36. 36 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, para. 2.2.
  37. 37 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, para. 2.4.
  38. 38 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, Summary.
  39. 39 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, paras. 5.1-5.19.
  40. 40 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, paras. 4.4-4.7.
  41. 41 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, paras. 3.5-3.6.
  42. 42 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, para. 3.8.
  43. 43 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, para. 3.1.
  44. 44 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, paras. 3.2-3.4.
  45. 45 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, para. 3.8.
  46. 46 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, paras. 3.9-3.10.
  47. 47 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, para. 4.10.
  48. 48 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, para. 4.11.
  49. 49 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, para. 4.3.
  50. 50 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, paras. 6.1-6.2.
  51. 51 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, para. 4.9.
  52. 52 Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk – Guidance for directors of companies that do not apply The UK Corporate Governance Code, April 2016, FRC, paras. 6.3-6.7.
  53. 53 Listing Rules, FCA, LR 9.8.6(5)-(6).
  54. 54 Listing Rules, FCA, LR 9.8.6(3).
  55. 55 Disclosure and Transparency Rules, FCA, DTR 7.2.5 and DTR 7.2.10.
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