Accounting for Convertible Loan Stock: A Decomposition Approach

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Abstract
This paper examines the accounting treatment of convertible loan stock (CLS), a popular vehicle for raising finance during the past decade. At present, CLS is treated as part of a company's borrowing with the interest charge thereon deducted in arriving at the pre-tax profit in the profit and loss account. The Technical Committee of the Institute of Chartered Accountants in England and Wales (1987) has proposed that the annual interest charge in the profit and loss account relating to CLS be adjusted so that the charge reflects ‘a fair interest cost’ and that the adjustment be treated in the balance sheet as a ‘payment received for an option’. To date that guidance appears to have been ignored by UK companies. Our approach is different from that of the Technical Committee. We recommend that the accounting treatment of CLS should reflect its economic substance and argue that it be decomposed into two components: a straight bond component and a component which offers the holder an option to convert into equity. The straight bond component should be shown as part of a company's borrowing and the conversion option component as part of the shareholders' funds. The different approaches to accounting for CLS are illustrated by means of a case study.

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