Consolidated Statement of Financial Position The formal consolidated statement of financial position resulting from the 100% acquisition of S Company taken from the consolidated column of the consolidation working paper is presented below: Illustration 15-6 P Company Subsidiary Consolidated Statement of Financial Position December 1,2013 Assets Current Assets Cash Accounts receivable Inventory Total Current Assets Non-Current Assets Equipment Goodwill Total Non-current Assets P120,000 72,000 70,000 262,000 338,000 10,000 348,000 Total Assets P610,000 Liabilities and Equity Liabilities Accounts Payable P390,000 Stockholder's Equity Common stock Additional paid in capital Retained earnings Total stockholder's equity 100,000 80,000 40,000 220,000 Total Liabilities and Equity P610,000 Case 3 : Acquisition at Less than Book Value - Bargain Purchase A bargain purchase exists when the price paid is less than the fair value of the subsidiary's net identifiable assets. The excess is treated as gain on acquisition. Illustration : Assume that P Company paid only P80,000 for the 100% interest in stockholders' equity of S Company. P Company would make the following entry to record the acquisition: Investment in S Company 80,000 Cash 80,000 After posting the above entry recording the investment in S Company, the separate statement of financial position of P Company will show the following balances of the affected accounts : Cash 150,000 Investment in S Company 80,000 Before the preparation of working paper elimination entry, the difference(excess) between the consideration given and the book value of the interest acquired is computed as follows: Consideration given (price paid) P80,000 Less book value of interest acquired (100%) Common stock –S Company P50,000 Additional paid-in capital – S Company 30,000 Retained earnings – S Company 20,000 Gain on Acquisition 100,000 (P20,000) Working Paper Elimination Entry After computing the income from acquisition, working paper elimination entry can now be prepared as follows : E(1) Common stock – S Company 50,000 Additional paid-in capital – S Company 30,000 Retained earnings – S Company 20,000 Investment in S Company 80,000 Retained earnings –P Company (Gain) 20,000 Take note that since only a statement of financial position is being prepared, the gain on acquisition is closed directly to the parent's retained earnings.. Consolidation Working Paper The working paper showing the elimination entries and the consolidated amounts to be presented in the consolidated statement of financial position is shown below : Illustration 15-6 P Company and Subsidiary Consolidation Working Paper December 1,2013 Assets Cash Accounts receivable Inventory Equipment Investment in S Company Total Assets Liabilities and Equity Accounts payable Common stock P Company S Company Additional paid-in capital P Company S Company Retained Earnings P Company S Company Total Liabilities and Equity Elimination DEBIT CREDIT CONSOLIDATED P COMPANY S COMPANY P150,000 40,000 50,000 180,000 80,000 P500,000 0 32,000 20,000 158,000 210,000 P630,000 280,000 110,000 390,000 (1) 80,000 100,000 100,000 50,000 (1) 50,000 30,000 (1) 30,000 80,000 80,000 40,000 P500,000 P150,000 72,000 70,000 338,000 20,000 (1) 20,000 P210,000 P100,000 (1) 20,000 60,000 P100,000 P630,000 Take note that the income from acquisition is not presented in the above working paper, because it is closed directly to the retained earnings of P Company (P40,000+P20,000) Consolidated Statement of Financial Position From the consolidated column, a formal consolidated statement of financial position can now be prepared. Acquisition of Partially Owned Subsidiary ( Less than 100% interest) The consolidation of a parent company and its partially owned subsidiary differs from the consolidation of a wholly owned subsidiary in one major respect – the recognition of non-controlling interest ( formerly called minority interest).Non-controlling interest (NCI) is a term applied to the rights of stockholders other than the parent company (controlling interest) to the net income or loss and net assets of the subsidiary. The non-controlling interest in the net income of the subsidiary is presented in the consolidated statement of comprehensive income (to be discussed on Chapter 16) and the non-controlling interest in the subsidiary's net assets is shown in the consolidated statement of financial position in total and is not broken into common stock, additional paid-in capital, and retained earnings. The NCI must be shown as a component of stockholders' equity. Measurement of Non-controlling Interest IFRS 3 provides two options of measuring non-controlling interest in an acquiree: 1. at fair value, or 2. at the non-controlling interest's proportionate share of the acquiree's identifiable net assets. Under option 1, any goodwill that arises at the time of acquisition is allocated between the parent and the non-controlling interest (NCI) Under option 1, any goodwill that arises at the time of acquisition is assigned only to the parent. There is no requirement within IFRS 3 to measure non-controlling interest on a consistent basis for similar types of business combinations and therefore, an entity has a free choice between the two options for each transaction undertaken. The option to value NCI at fair value will be used throughout (unless stated) For the purpose of measuring non-controlling interest at a fair value, it may be possible to determine the acquisiotion-date fair value on the basis of active market prices of the equity shares not held by the acquirer. When a market price is not available, the acquirer ahould measure the fair value of the noncontrolling interest using other valuation techniques (IFRS 3) . For a detailed illustration of the consolidation procedures for a partially owned subsidiary, the statement of fiancial position of P Companu (Illustration 15-7) and tbe statement of finacial position amounts and the fair values of the assets and liabilities of S Company in tge next page (Illustration 15-8) before acquisition will be used. ILLUSTRATION 15-7 P Company Statement of Financial Position Decmber 1, 2013 ASSETS Current Assets Cash Accounts Receivabes LIABILITIES AND EQUITY P218,000 144,000 LIABILITIES Accounts Payable Bonds Payable P160,000 400,000 Inventory 160,000 Total Liabilities 560,000 TOTAL 522,000 400,000 Non-Current Assets Land 200,000 STOCKHOLDER'S EQUITY Common Stock, P10 par value Building 840,000 APIC 500,000 Equipment (NET) 400,000 Retaines earnings 502,000 TOTAL TOTAL ASSETS 1,440,000 P1,962,000 TOTAL EQUITY 1,402,000 TOTAL LIABILITIES AND EQUITY 1,962,000 ILLUSTRATION 15-8 S Company Statement of Financial Position Decmber 1, 2013 ASSETS Accounts Receivable Inventory Land Buildings(net) Equipment(net) TOTAL ASSETS BOOK VALUE P40,000 100,000 80,000 30,000 80,000 P600,000 FAIR VALUE P40,000 110,000 130,000 500,000 120,000 P900,000 LIABILITIES Accounts Payable Bonds Payable TOTAL LIABILITIES P80,000 200,000 P280,000 P80,000 200,000 P280,000 STOCKHOLDER'S EQUITY Common Stock, P1 par value APIC Retaines earnings TOTAL EQUITY P20,000 180,000 120,000 P320,000 NET ASSETS P320,000 LIABILITIES AND EQUITY P620,000 Case 4: Acquisition at More than Fair Value with Adjustment of Subsidiary accounts. Illustration : Assume that instead of paying cash, P Company issued 16,000 shares of its P10 par value common stock for 80% (16,000 shares) of the outstanding shares of S Company . The fair value of P Company's stock is P50 and yhe fair value of the 20% NCI is assessed to be P170,000. P Company also pays P50,000 in professional fees to accomplish acquisition. P Company would make the following entries : (1) To record the acquisition of S Company stock Investment in S Company (16,000 shares X P50) 800,000 Common stock (16,000 shares X P10) 160,000 Additional paid-in capital 640,000 (2) To record acquisition-related costs: Retained earnings - P Company (acquisition expense) 50,000 Cash 50,000 Acquisition expense is to be closed directly to retained earnings of P Company since only the statement of financial positions are being consolidated. The consolidation procedures for this case are as follows : 1. Compute goodwill. In accordance with IFRS 3 good will is the excess of: The aggregate of : (i) the acquisition date fair value of the consideration transferred, (ii) the amount of NCI , and (iii) the fair value of the parent's previously– held interest in the subsidiary ; over The acquisition-date fair value of the net assets acquired. Using the above, goodwill is computed as follows : Price paid Non-controlling interest Total Less fair value of net assets acquired Goodwill P800,000 170,000 970,000 620,000 P350,000 The following assumptions should be noted in the computation of goodwill: Non-controlling interest is measured at fair value (170,000). If the fair value of the noncontrolling interest is not given, its fair value may be estimated by making an assumption. It may assumed that idf the parent would pay P800,000 for an 80% interest, then it may be implied that the entire subsidiary company is worth P1,000,000 (P800,000/80%). Assuming this is true, the NCI is worth P200,000 (P1,000,000 X 20%) the goodwill the would be P380,000 [ (P800,000 + P124,000) - P620,000 ]. Non-controlling interest 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 (P620,000 x 20%). The goodwill then would be P304,000 [ (P800,000 + P124,000) - P620,000 ]. 2. Prepare a Determination and Allocation of excess Schedule, the D and A schedule that follows revalue the entire entity, including NCI. Fair value of Subsidiary Less book value of interest acquired Common stock APIC Retained Earnings TOTAL EQUITY Interest acquired Book value Excess FAIR VALUE P970,000 P20,000 180,000 120,000 P320,000 P650,000 Adjustments of identifiable accounts Inventory (P110,000 FV- P100,000 BV) Land (P130,000 FV - P80,000 BV) Buildings (P500,000 FV - P300,000 BV) Equipment (P120,000 FV - P80,000 BV) TOTAL P(10,000) P(50,000) P(200,000) P(40,000) P(300,000) GOODWILL P350,000 PARENT (80%) P800,000 NCI (20%) P170,000 P320,000 80% P256,000 P544,000 P320,000 20% P64,000 P106,000 Note the following features of the D & A of excess schedule for a less than 100% parent ownership interests. The " fair value of subsidiary" line contains the fair value of the entire company, the price paid by the parent, and the fair value of the NCI. The total stockholders' equity of the subsidiary (book value of net assets) is allocated 80% to controlling interest (P256,000) and 20% to NCI (P64,000) The entire adjustments of subsidiary net assets (P650,000) will be allocated P544,000 to controlling interest and P106,000 to NCI. When the fair value of an asset exceeds the book value,the difference reduces the excess. Conversely, when an asset's book value is higher than its fair value, the difference increases the said excess.