Business Combinations-Conso at DOA Pt1
Business Combinations-Conso at DOA Pt1
Business Combinations-Conso at DOA Pt1
Consolidation of the two companies is automatic because all subsequent transactions are
recorded in a single set of books of the acquirer.
Business combination may be achieved when a company acquires a large enough interest in
another company's voting common stock to obtain control of operations.
IFRS 10 requires that an entity that is a parent must present consolidated financial statements
that include all subsidiaries of the parent with the exceptions to this rule per below:
1. Eliminate Investment account on the parent company's balance sheet against the stockholders'
equity accounts in the balance sheet of subsidiary company.
2. Remaning assets and liabilities of both parent and subsidiary company are then combined in the
consolidation working papers.
3. Intercompany adjustments and eliminations are made on the consolidation working paper
and should not be recorded on the books of either parent or subsidiary company.
Same accounting procedure for a 100% stock acquisition and assets acquisition.
Non-controlling interest is not possible under asset acquisition.
ACQUISITION OF WHOLLY-OWNED SUBSIDIARY
ILLUSTRATION
P Company S Company
Assets
Cash 230,000.00 -
Accounts receivable 40,000.00 32,000.00
Inventory 50,000.00 20,000.00
Equipment (net) 180,000.00 158,000.00
Total 500,000.00 210,000.00
P Company S Company
Assets
Cash 130,000.00 -
Accounts receivable 40,000.00 32,000.00
Inventory 50,000.00 20,000.00
Equipment (net) 180,000.00 158,000.00
Investment in S Company 100,000.00
Total 500,000.00 210,000.00
Assets
Cash 130,000.00
Accounts receivable 72,000.00
Inventory 70,000.00
Equipment (net) 338,000.00
Total Assets 610,000.00
Assume that P company acquires 100% of S Company's outstanding common for P110,000.00 in
cash on December 1, 2023.
Assets
Cash 120,000.00
Accounts receivable 72,000.00
Inventory 70,000.00
Equipment (net) 338,000.00
Goodwilll 10,000.00
Total Assets 610,000.00
Non-controlling interest (NCI) - the equity in a subsidiary not attributable, directly or indirectly to a parent.
NCI, in the consolidated financial statements, shall be shown as a component of stockholders' equity.
MEASUREMENT OF NCI
IFRS 3 provides 2 options:
1. At Fair Value - any goodwill that arises at the time of acquisition is allocated between the parent and the
non-controlling interest
2. At the Non-Controlling Interest's proportionate share of the acquiree's identifiable net assets
-any goodwill that arises at the time of acquisition is assigned only to the parent.
ILLUSTRATION
P Company
Statement of Financial Position
December 1, 2023
S Company
Statement of Financial Position
December 1, 2023
CASE 4: ACQUISITION AT MORE THAN FAIR VALUE WITH ADJUSTMENT OF SUBSIDIARY ACCOUNTS
Assume that instead of paying cash, P Company issued 6,000 shares of its P10 par value common stock for 80%
(16,000 shares) of the oustanding shares of S Company. The fair value of P company’s stock is P50 and the fair
value of the 20% of NCI is assessed to be P170,000.00. P Company also pays P50,000.00 in professional fees to
accomplish the acquisition. P Company would make the following entries:
Acquistion expense is directly closed to Retained earnings of P Company since only the
statement of financial positions are being consolidated.
CONSOLIDATION PROCEDURES
Important notes:
- If the FV of NCI is not given, its FV may be estimated by making an assumption.
If the parent would pay P800,000.00 for an 80% interest, then it may be implied that
the entire subsidiary company is worth P1,000,000.00 (P800,000/80%), thus the NCI
is worth P200,000.00 (P1,000,000*20%). Goodwill then would be P380,000.
(P1,000,000.00-620,000.00)
-NCI may also be measured on the basis of its proportionate interest in the acquiree's
identifiable net assets . Under this option, NCI is equal to P124,000.00 (P620,000*20%).
Goodwill then would be P304,000.00 [(P800,000.00+124,000)-P620,000.00]
3. Prepare Working Paper Elimination Entries based on the D&A of Excess schedule.
Eliminate subsidiary stockholders' equity against the Investment account (80%) and NCI account (20%).
E1 Common stock - S company 20,000.00
APIC - S Company 180,000.00
Retained earnings - S company 120,000.00
Investment in S company 256,000.00
Non-controlling interest (NCI) 64,000.00
Allocate excess by adjusting net assets to their FVs to Parent company and NCI based from D&A schedule.
E2 Inventory 10,000.00
Land 50,000.00
Buildings 200,000.00
Equipment 40,000.00
Goodwill 350,000.00
Investment in S company 544,000.00
Non-controlling interest (NCI) 106,000.00
Notes:
-Total stockhoders' equity of S Company and the Investment account of P Company is eliminated.
-All subsdiary assets are adjusted to 100% of fair value, regardless of parent's interest.
-Total FV of NCI is P170,000.00 which is also equal to the sum of NCI share in subsidiary's equity
and NCI share in fair value adjustment of identifiable assets.
Assets
Current assets
Cash 168,000.00
Accounts receivable 184,000.00
Inventory 270,000.00
Total 622,000.00
Non-current assets
Land 330,000.00
Bulding 1,340,000.00
Equipment 520,000.00
Goodwill 350,000.00
Total 2,540,000.00
Total Assets 3,162,000.00
Important notes:
NCI share in Goodwill can be reduced to zero but the NCI share in FV of net assets can never be
any less than the NCI percentage amounting to P124,000.00
To illustrate, let's assume that the assessed fair value of NCI is P120,000.00 which is less than
NCI share of the FV of net assets, the value of NCI would therefore be raised to P124,000.00.
Therefore, Goodwill is allocated only to Parent, where future impairment lossed shall be allocated to
the controlling interest only (parent).
Total Parent Price NCI
Fair Value 80% 20%
Company fair value 924,000.00 800,000.00 124,000.00
Fair value of net assets excluding goodwill 620,000.00 496,000.00 124,000.00
Goodwill 304,000.00 304,000.00 -
CASE 5: ACQUISITION AT LESS THAN FAIR VALUE WITH ADJUSTMENT OF SUBSIDIARY ACCOUNTS
Using the same data, assume that P Company issued 8,000 shares of its P10 par value common stock for 80%
of the outstanding shares of S company. The fair value of P Company share is P50. P Company also pays P50,000.000
in professional fees to complete the combination.
ILLUSTRATION
P Company
Statement of Financial Position
December 1, 2020
Assets Liabilities and Equity
Current assets Liabilities
Cash 218,000.00 Accounts payable 160,000.00
Accounts receivable 144,000.00 Bonds payable 400,000.00
Inventory 160,000.00 Total Liabilities 560,000.00
Total 522,000.00
Non-current assets Stockholders' Equity
Land 200,000.00 Common stock, P10 par value 400,000.00
Building (net) 840,000.00 APIC 500,000.00
Equipment (net) 400,000.00 Retained earnings 502,000.00
Total ########## Total 1,402,000.00
Total assets ########## Total Liabilities and Equity 1,962,000.00
S Company
Statement of Financial Position
December 1, 2023
Assuming FV of NCI is not given, its implied value based on the consideration to be paid
by P company P500,000.00(P400,000.00/80%), then it will be equal to P100,000.00 which
is less than the NCI share in fair value of net assets, P124,000.00, therefore, its FV
shall be increased to P124,000.00 per computation as follows:
3. Prepare Working Paper Elimination Entries based on the D&A of Excess schedule.
Eliminate subsidiary stockholders' equity against the Investment account (80%) and NCI account (20%).
E1 Common stock - S company 20,000.00
APIC - S Company 180,000.00
Retained earnings - S company 120,000.00
Investment in S company 256,000.00
Non-controlling interest (NCI) 64,000.00
Allocate excess by adjusting net assets to their FVs to Parent company and NCI based from D&A schedule.
E2 Inventory 10,000.00
Land 50,000.00
Buildings 200,000.00
Equipment 40,000.00
Investment in S company 144,000.00
Non-controlling interest (NCI) 60,000.00
Retained Earnings - P Company 96,000.00
Notes:
-Total stockhoders' equity of S Company and the Investment account of P Company is eliminated.
-All subsdiary assets are adjusted to 100% of fair value, regardless of parent''s interest.
-Total FV of NCI is P170,000.00 which is also equal to the sum of NCI share in subsidiary's equity
and NCI share in fair value adjustment of identifiable assets.
Assets
Current assets
Cash 168,000.00
Accounts receivable 184,000.00
Inventory 270,000.00
Total 622,000.00
Non-current assets
Land 330,000.00
Bulding 1,340,000.00
Equipment 520,000.00
Total 2,190,000.00
Total Assets 2,812,000.00