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ACTBC Illustrative Problems - Full Goodwill Approach and Partial Goodwill Approach
ACTBC Illustrative Problems - Full Goodwill Approach and Partial Goodwill Approach
Business
Combination:
Illustrative Problem –
Separate and
Consolidated FS
(Date of Acquisition)
M Y R N A L . D E S A B E L L E , C PA ,
MBA, PHD
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Illustrative Problems:
Full-Goodwill and Partial-
Goodwill Approach
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Full-goodwill Approach
(Fair Value Basis)
when non-controlling interests are measured at fair value, goodwill attributable to non-
controlling interests will be recognized in the consolidated financial statements.
2. Share (fair value minus book value) of identifiable net assets of subsidiary at
acquisition date; and
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Partial-goodwill Approach
(Proportional Basis of the Acquiree’s Identifiable Net Assets)
2. Share (fair value minus book value) of identifiable net assets of subsidiary at
acquisition date
NON-CONTROLLING INTEREST
Book value of stockholders’ equity of subsidiary ₱6,000,000
Adjustments to reflect fair value (over/undervaluation of
assets and liabilities) (₱8,000,000 - ₱6,000,000 ) 2,000,000
Fair value of stockholders’ equity of subsidiary 8,000,000
Multiplied by: NCI percentage 20%
NCI (partial) ₱1,600,000
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Illustrative Problem – Fair Value of Non-Controlling Interest in Subsidiary Not Given
CASE 2-1
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CASE 2-1
QUESTION 2: HOW DO YOU COMPUTE FOR (1) GOODWILL AND (2) NON-CONTROLLING
INTEREST UNDER THE FAIR VALUE BASIS (FULL-GOODWILL APPROACH)?
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CASE 2-1
QUESTION 2: HOW DO YOU COMPUTE FOR (1) GOODWILL AND (2) NON-CONTROLLING
INTEREST UNDER THE FAIR VALUE BASIS (FULL-GOODWILL APPROACH)?
Note: It is assumed that if the parent would pay ₱10million for an 80% interest, then the entire
subsidiary company is worth ₱12.5million (₱10million /80%). This amount is referred to as the
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“implied value” of the subsidiary company – If the illustration is silent, this assumes that the price the
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parent wouldANDpay is directly proportional to the size of the interest purchased.
ACCOUNTANCY
CASE 2-1
QUESTION 2: HOW DO YOU COMPUTE FOR (1) GOODWILL AND (2) NON-CONTROLLING
INTEREST UNDER THE FAIR VALUE BASIS (FULL-GOODWILL APPROACH)?
Alternative computation for Non-Controlling Interest BUT ONLY APPLICABLE IF THERE IS NO CONTROL
PREMIUM (OR DISCOUNT) INCLUDED:
usually justified by the expected synergies such as expected increase in cash flow
resulting from cost savings and revenue enhancements achievable in the merger or
consolidation
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Control Discount
often arises in a fire sale (when securities are traded well below their intrinsic
value/market value)
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Illustrative Problem – Fair Value of Non-Controlling Interest in Subsidiary Given WITH
CONTROL PREMIUM
CASE 2-2
SANTA Company has 40% of its share publicly traded on an exchange. ANGEL
Company purchases 60% non-publicly traded shares in one transaction, paying
₱6,300,000. Based on the trading price of the shares of SANTA Company at the date
of gaining control a fair value of ₱4,000,000 assigned to the 40% non-controlling
interest (or fair value of non-controlling interest), indicating that ANGEL Company has
paid a control premium of ₱300,000.
The fair value of SANTA Company’s identifiable net assets is ₱7,000,000 and a
carrying value of ₱5,000,000.
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CASE 2-2
QUESTION 3: HOW DO YOU COMPUTE FOR (1) GOODWILL AND (2) NON-CONTROLLING
INTEREST UNDER THE PROPORTIONAL BASIS (PARTIAL-GOODWILL APPROACH)?
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CASE 2-2
QUESTION 3: HOW DO YOU COMPUTE FOR (1) GOODWILL AND (2) NON-CONTROLLING
INTEREST UNDER THE PROPORTIONAL BASIS (PARTIAL-GOODWILL APPROACH)?
NON-CONTROLLING INTEREST
Book value of stockholders’ equity of subsidiary ₱5,000,000
Adjustments to reflect fair value (over/undervaluation of
assets and liabilities) (₱7,000,000 - ₱5,000,000 ) 2,000,000
Fair value of stockholders’ equity of subsidiary 7,000,000
Multiplied by: NCI percentage 40%
NCI (partial) ₱2,800,000
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CASE 2-2
QUESTION 4: HOW DO YOU COMPUTE FOR (1) GOODWILL AND (2) NON-CONTROLLING
INTEREST UNDER THE FAIR VALUE BASIS (FULL-GOODWILL APPROACH)?
GOODWILL COMPUTATION (FULL-GOODWILL)
Fair value of subsidiary (100%)
Consideration transferred: CASH (60%) ₱6,300,000
Fair value of NCI (given in the problem – 40%) 4,000,000
Fair value of subsidiary (100%) 10,300,000
Less: Book value of stockholders’ equity (net assets) – SANTA Company: (₱5,000,000 x
100%) (5,000,000)
Allocated excess 5,300,000
Less: Over/undervaluation of assets and liabilities [(₱7,000,000 - ₱5,000,000) x 100%] (2,000,000)
Goodwill (full) ₱3,300,000
Value % of Total
Goodwill applicable to parent ₱2,100,000 63.64%
Goodwill applicable to NCI 1,200,000 36.36%
Total (FULL) Goodwill ₱3,300,000 100.00%
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Continuation of CASE 2-2
Assume the price paid amounted to ₱6,294,000 which includes control premium of ₱294,000 with no fair value of non-controlling interest
given.
QUESTION 6: WHAT IS THE AMOUNT OF FULL-GOODWILL BASED ON THE FAIR VALUE BASIS
(FULL-GOODWILL APPROACH)?
CASE 2-3
Assume the fair value of the net assets acquired is ₱8,000,000 and carrying value is
₱6,000,000.
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CASE 2-3
QUESTION 7: HOW WILL YOU COMPUTE FOR (1) GOODWILL AND (2) NON-CONTROLLING
INTEREST UNDER THE PROPORTIONAL BASIS (PARTIAL-GOODWILL APPROACH)?
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CASE 2-3
QUESTION 7: HOW WILL YOU COMPUTE FOR (1) GOODWILL AND (2) NON-CONTROLLING
INTEREST UNDER THE PROPORTIONAL BASIS (PARTIAL-GOODWILL APPROACH)?
NON-CONTROLLING INTEREST
Book value of stockholders’ equity of subsidiary ₱6,000,000
Adjustments to reflect fair value (over/undervaluation of
assets and liabilities) (₱8,000,000 - ₱6,000,000 ) 2,000,000
Fair value of stockholders’ equity of subsidiary 8,000,000
Multiplied by: NCI percentage 25%
NCI (partial) ₱2,000,000
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CASE 2-3
QUESTION 8: HOW DO YOU COMPUTE FOR (1) GOODWILL AND (2) NON-CONTROLLING
INTEREST UNDER THE FAIR VALUE BASIS (FULL-GOODWILL APPROACH)?
GOODWILL COMPUTATION (FULL-GOODWILL)
Fair value of subsidiary (100%)
Consideration transferred: CASH (60%) ₱9,700,000
Less: Book value of stockholders’ equity (net assets) – SANTA Company: (₱6,000,000 x
100%) (6,000,000)
Allocated excess 3,700,000
Less: Over/undervaluation of assets and liabilities [(₱8,000,000 - ₱6,000,000) x 100%] (2,000,000)
Goodwill (full) ₱1,700,000
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Can the acquirer obtain control
of the acquiree in stages?
QUESTION
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YES. Business combinations can
be achieved in stages. This is
usually referred to as “Step
Acquisitions”.
QUESTION
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Step Acquisition
also known as ‘piecemeal acquisition’, is a business combination in which an
acquirer obtains control over acquiree through multiple transactions at different
dates.
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PFRS 3 states that prior to control being obtained, an aquirer accounts for its
equity investment in an acquiree in accordance with the nature of the
investment by applying the relevant standards:
• A financial asset under PFRS 9,
• An associate under PAS 28
• Joint arrangements under PFRS 11
The principles to be applied are:
• A business combination occurs only in respect of the transaction that
gives one entity control of another;
• The identifiable net assets of the acquiree are remeasured to their fair
value on the date of acquisition (i.e. the date that control passes)
15%of 75%of
shares shares
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Illustrative Problem – Step Acquisition: Fair Value of Non-Controlling Interest of the
Acquiree/Subsidiary and Fair Value of Any Previously Held Equity Interest in the
Acquiree/ Subsidiary
CASE 2-4
ANGEL Company acquires 15% of SANTA Company’s common stock for ₱500,000
cash and carries the investment as FVTOCI investment.
A few months later, ANGEL Company purchases another 60% of SANTA Company’s
stock for ₱2,160,000. At that date SANTA Company reports identifiable assets with a
book value of ₱3,900,000 and a fair value of ₱5,100,000, and it has liabilities with a
book value and fair value of ₱1,900,000.
The fair value of the 25% non-controlling interest in SANTA Company is ₱900,000.
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CASE 2-4
QUESTION 9: HOW WILL YOU COMPUTE FOR (1) GOODWILL AND (2) NON-CONTROLLING
INTEREST UNDER THE PROPORTIONAL BASIS (PARTIAL-GOODWILL APPROACH)?
NON-CONTROLLING INTEREST
Book value of stockholders’ equity of subsidiary ₱2,000,000
Adjustments to reflect fair value (over/undervaluation of
assets and liabilities) (₱3,200,000 - ₱2,000,000 ) 1,200,000
Fair value of stockholders’ equity of subsidiary 3,200,000
Multiplied by: NCI percentage 25%
NCI (partial) ₱800,000
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CASE 2-4
QUESTION 10: HOW DO YOU COMPUTE FOR (1) GOODWILL AND (2) NON-CONTROLLING
INTEREST UNDER THE FAIR VALUE BASIS (FULL-GOODWILL APPROACH)?
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In general, a change in in ownership leading to a change in the nature of an
investment is reported as a deemed sale of the existing investment at fair value,
and as a deemed purchase of the new investment, again at fair value.
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Rule as a Financial Asset:
Fair value
The remeasurement to its acquisition-date fair value and any
through profit or resulting gain or loss is recognized through profit or loss.
loss (FVTPL)
Fair value
through other The remeasurement to its acquisition-date fair value and any
resulting gain or loss is recognized in other comprehensive
comprehensive income.
income (FVOCI)
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Illustrative Problem – Step Acquisition: Fair Value of Non-Controlling Interest of the
Acquiree/Subsidiary and Fair Value of Any Previously Held Equity Interest in the
Acquiree/ Subsidiary
CASE 2-4
ANGEL Company acquires 15% of SANTA Company’s common stock for ₱500,000
cash and carries the investment as FVTOCI investment.
A few months later, ANGEL Company purchases another 60% of SANTA Company’s
stock for ₱2,160,000. At that date SANTA Company reports identifiable assets with a
book value of ₱3,900,000 and a fair value of ₱5,100,000, and it has liabilities with a
book value and fair value of ₱1,900,000.
The fair value of the 25% non-controlling interest in SANTA Company is ₱900,000.
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Continuation of CASE 2-4
QUESTION 11: HOW IS THE GAIN ON DEEMED SALE – OCI COMPUTED BY THE ACQUIREE?
WHAT IS THE ENTRY TO RECORD THIS GAIN ON DEEMED SALE?
To record transaction deemed as sale and gain on
deemed sale:
OCI – Gain on remeasurement to FV (Gain on Deeemed Accounts (Books of SANTA) Debit Credit
Sale): Investment in ANGEL Company ₱2,700,000
Fair value on previously held equity Investment in ANGEL
interest in acquiree (₱2,160,000/60%
Company (FVTOCI) ₱500,000
=₱3,600,000 x 15% ) ₱540,000
Less: Carrying/ book value at the Cash 2,160,000
point control is achieved (given) 500,000 OCI (Gain on deemed
OCI – Gain on remeasurement to FV sale) 40,000
(gain on deemed sale) ₱40,000
The fair value gains and losses of FVTOCI investment can never be transferred
from their separate component of equity to net income.
However, the company can move the accumulated gains and losses within
stockholders’ equity. That means that the company can transfer the gains and
losses directly to retained earnings at any time, but not via the profit and loss
section of the statement of comprehensive income.
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Illustrative Problem – Bargain Purchase Gain
CASE 2-5
ANGEL Company acquires 75% of SANTA Company’s common stock for ₱225,000
cash. At that date, the non-controlling interest in SANTA has a book value of ₱52,500
and a fair value of ₱82,000. Also on that date, SANTA reports identifiable assets with a
book value of ₱400,000 and a fair value of ₱510,000, and it has liabilities with a book
value and fair value of ₱190,000.
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CASE 2-5
QUESTION 12: HOW DO YOU COMPUTE BARGAIN PURCHASE GAIN USING PARTIAL GOOD-
WILL APPROACH?
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NOTE: PFRS 3 states that a gain on a bargain purchase can ONLY be recognized by the acquirer. This
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implies that only the parent’s share of the negative goodwill can be recognized. Bargain Purchase Gain has
no effect on the calculation of the NCI share of equity. The NCI receives a share of the fair value of
ACCOUNTANCY
subsidiary, and has NO INVOLVEMENT with the bargain purchase gain.
CASE 2-5
QUESTION 12: HOW DO YOU COMPUTE BARGAIN PURCHASE GAIN USING PARTIAL GOOD-
WILL APPROACH?
BARGAIN PURCHASE GAIN (FULL-GOODWILL)
Fair value of subsidiary (100%)
Consideration transferred: CASH (100%) ₱225,000
Fair value of non-controlling interest (given) 82,000
Fair value of subsidiary 307,000
Less: Book value of stockholders’ equity (net assets) – SANTA Company: (₱400,000 -
₱190,000) x 100% (210,000)
Allocated excess 97,000
Less: Over/undervaluation of assets and liabilities [(₱510,000 - ₱190,000) – (₱400,000 -
₱190,000)] x 100% (110,000)
Negative Excess: Bargain Purchase Gain (to controlling interest or attributable to PARENT
ONLY) (₱13,000)
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NOTE: The amount in the Fair Value of NCI should NOT BE LOWER compared to fair value of NCI in
Stockholders’ Equity ACCOUNTANCY
of Subsidiary (i.e. [(₱510,000 - ₱190,000) – (₱400,000 - ₱190,000)] x 25% =
₱80,000]. Otherwise, the higher amount should be used.
The standard setters adopt the view that most business combinations are an
exchange of equal amounts given markets in which the parties to the business
combinations are informed and willing participants in the transaction. Therefore,
the existence of a bargain purchase is expected to be an unusual or rare
event.
Paragraph 36 of PFRS requires that before a gain is recognized, the acquirer must
reassess:
• It has correctly identified all the assets acquired and liabilities assumed;
• It has correctly measured at fair value all the assets acquired and liabilities
assumed;
• There is non-controlling interest in the acquiree (subsidiary), if any;
• If is for a business combination achieved in stages, the acquirer’s (parent)
previously-held equity interest in the acquiree; and
• It has correctly measured the consideration transferred.
The objective here is to ensure that all the measurements at acquisition date
reflect all information
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Note:ACCOUNTANCY
A Gain on Bargain Purchase and Goodwill cannot be recognized in the same business
combination. Goodwill cannot be recognized if there is a bargain purchase gain.
END
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