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Consolidation PartB
Consolidation PartB
Consolidation PartB
S S
1/1/14 31/12/14
$
Non-current Assets:
Net Assets at 1/1/14 370,000
Property, plant & equipment 325,000 345,000
Other Assets 75,000 100,000 Profits for 7 months to 1 21,000
August (7/12 x [156 - 120])
400,000 445,000
Net Assets of S at 1 August 391,000
Equity
Equity shares of $1 each 200,000 200,000 Cost of shares 500,000
Share Premium 50,000 50,000 Goodwill 109,000
Retained Earnings 120,000 156,000
370,000 406,000
Current Liabilities 30,000 39,000
400,000 445,000 Key Assumption
Profits accrue evenly over the year
Consolidation
Consolidation
• Consolidation is required even if less that 100% of shares are owned. (Control and Power)
• Total assets and liabilities of subsidiary companies are included in the consolidated
statement of financial position, even in the case of subsidiaries which are only partly
owned.
• A proportion of the net assets of such subsidiaries in fact belongs to investors from outside
the group (non-controlling interests).
• IFRS 3 allows two alternative ways of calculating non-controlling interest in the group
statement of financial position.
Non-controlling interest can be valued at:
(a) Its proportionate share of the fair value of the subsidiary's net assets; or
(b) Full (or fair) value (usually based on the market value of the shares held by the
non-controlling interest)
Consolidation – NCI using Proportionate
share
1) Aggregate the assets and liabilities in the statement of financial position
i.e 100% P Co + 100% S Co irrespective of how much P Co actually owns.
Equity will show Non controlling interest
This shows the amount of net assets controlled by the group.
2) Share capital is that of the parent only.
3) Balance of subsidiary's post-acquisition reserves are consolidated (after
cancelling any intra-group items). P’s share only
4) Calculate the non-controlling interest share of the subsidiary's net assets
(share capital plus reserves).
5) NCI is shown as part of equity on Consolidated statements
NCI = (NCI % x share Capital) + (NCI % x retained earnings)
9)P Co has owned 75% of the share capital of S Co since the date of S Co's incorporation. Their latest statements of
financial position are given below. Use proportionate share method
P S
31/12 31/12
Non-current Assets:
PP&E 50,000 35,000 85,000
Investment in S ($1 ordinary shares) 30,000 -
80,000
Current Assets 45,000 35,000 80,000
Total Assets 125,000 70,000 165,000
Equity:
Equity shares of $1 each 80,000 40,000 80,000
Retained Earnings 25,000 10,000 32,500*
105,000 50,000 112,500
NCI 12,500
Current Liabilities 20,000 20,000 40,000
125,000 70,000 165,000
Note: All of S Co's net assets are consolidated despite the fact that the company is only 75% owned *Retained earnings
Non-controlling share of share capital (25% x $40,000) = 10,000 25,000 + (75%x10,000)= 32,500
Non-controlling share of retained earnings (25% x $10,000) = 2,500
Total = 12,500
Consolidation – NCI at Proportionate share
and Goodwill
Note: Goodwill is the excess of the amount transferred plus the amount of non-controlling interests
over the fair value of the net assets of the subsidiary. (Net assets netted of non-controlling interest)
10)NCI: P acquires 300,000 shares of S on January 1, 2014. P paid $850,000 to buy the shares.
1.Calculate % shareholding.
2. Calculate subsidiaries' Net Assets at date of acquisition & date of reporting.
3. Calculate Goodwill.
4. Calculate NCI.
5. Calculated Group Retained Earnings. Now prepare CSFP at 1/1 using proportionate share for NCI
P 1/1 S 1/1 1. 300,000 shares / 400,000 (total shares) = 75% 1/1
2. Net Assets = 800,00
Property, plant & 1,400,000 850,000 Non-current Assets:
equipment 3. Goodwill (850 - [75% of 800]) 250,000
Investment in S 850,000 - Property, plant & equipment (1400 + 850) 2,250,000
2,250,000 850,000 Current Assets (500 + 200) 700,000
Other Assets 500,000 200,000 3,200,000
2,750,000 1,050,000 Equity
Equity shares of $1 each 800,000
Share Premium 600,000
Equity shares of $1 each 800,000 400,000
5. Retained Earnings 950,000
• Assume that the market price of the shares was $1.25. 80% of 50,000 shares acquired
by P. 10,000 with NCI. P Co had paid $70,000 for 40,000 shares in S Co, Net asset of S
Co at acquisition $ 60,000
The goodwill calculation will then be as follows:
Consideration transferred 70,000
Fair value of NCI (10,000 × $1.25) 12,500
Net assets at acquisition (60,000)
Goodwill 22,500
Note: $500 higher than goodwill calculated measuring NCI at its share of the net assets of the
subsidiary. This $500 represents the goodwill attributable to the NCI
NCI at year end has to be calculated too
11) P Co acquired 75% of the shares in S Co on 1/1 when S Co had retained earnings of $15,000. The market price of S Co's shares just before the
date of acquisition was $1.60. P Co values NCI at fair value. Goodwill is not impaired.
P 31/12 S 31/12 CSFP 12/31
Example
•S Co., a 60% subsidiary of P Co., pays a dividend of $1,000 on the last day of its accounting period.
•Its total reserves before paying the dividend stood at $5,000.
(a)
$400 of the dividend is paid to non-controlling shareholders. The cash leaves the group and will
not appear anywhere in the consolidated statement of financial position.
(b)
The parent company receives $600 of the dividend,
Dr cash
Cr Dividend/profit or loss.
This will be cancelled on consolidation.
(c) The remaining balance of retained earnings in Subsidiary Co's statement of financial position
($4,000) will be consolidated in the normal way.
The group's share (60% x $4,000 = $2,400) will be included in group retained earnings in the
statement of financial position;
the non-controlling interest share (40% x $4,000 = $1,600) is credited to the non-controlling
interest account in the statement of financial position
Consolidation – Forms of Consideration
Forms of consideration
• Cash
• Contingent consideration : of the acquirer to transfer additional assets or equity
interests to the former owners of an acquiree as part of the exchange for control of
the acquiree if specified future events occur or conditions are met’
IFRS 3 requires recognition of all contingent consideration, measured at fair value, at
the acquisition date
• Deferred Consideration: An agreement may be made that part of the consideration
for the combination will be paid at a future date. This consideration will therefore
be discounted to its present value using the acquiring entity's cost of capital
• Share exchange: Parent issues own shares in exchange for Sub’s shares
Consolidation – Forms of Consideration
Deferred Consideration Example
• P acquired 75% of the subsidiary's 80m $1 shares on 1/1/16.
• It paid $3.50 per share and agreed to pay a further $108m on 1/1/17.
• The parent company's cost of capital is 8%.
In SFP as 31 December 2016 the cost of the combination will be:
80m shares x75% x $3.50 210m
Deferred consideration:
$108m x 1/1.08 100m
Total consideration 310m
At 31 December 2016 $8m will be charged to finance costs, being the unwinding of the discount on the deferred
consideration.
The deferred consideration was discounted by $8m to allow for the time value of money.
At 1 January 2017 the full amount becomes payable.
Consolidation – Forms of Consideration
Share exchange example
The parent has acquired 12,000 $1 shares in the subsidiary by issuing 5 of its own $1
shares for every 4 shares in the subsidiary. The market value of the parent company's
shares is $6.
Cost of the combination:
$ 12,000 x5/4 x$6 90,000
Note Cr share capital and share premium of the parent company as follows.
Debit Credit
Investment in subsidiary 90,000
Share capital ($12,000 x5/4) 15,000
Share premium ($12,000 x5/4 x5) 75,000
Example 12
• P Co acquired its investment in S Co on 1 July 2017 when the retained earnings of S Co stood
at $6,000.
• The agreed consideration was $30,000 cash and a further $10,000 on 1 July 2019.
• P Co's cost of capital is 7%.
• S Co has an internally-developed brand name – ‘Song' – which was valued at $5,000 at the
date of acquisition.
• There have been no changes in the share capital or revaluation surplus of S Co since that
date.
• At 30 June 2018 S Co had invoiced P Co for goods to the value of $2,000 and P Co had sent
payment in full but this had not been received by S Co.
• There is no impairment of goodwill.
• It is group policy to value NCI at full fair value. (market price of shares)
• At the acquisition date the NCI was valued at $9,000.
• Required Prepare the consolidated statement of financial position as at 30 June 2018
P S
30/6 30/6
Non-current Assets:
PP&E 50,000 40,000
Inv in S (20,000 shares at cost) 30,000 -
80,000 40,000
Current Assets
Inventory 3,000 8,000
Trade Receivable from P 10,000
Other 16,000 7,000
Cash & Cash Equi 2,000
101,000 65,000
Equity:
Equity shares of $1 each 45,000 25,000
Revaluation Surplus 12,000 5,000
Retained Earnings 26,000 28,000
83,000 58,000
Current Liabilities
Trade & Other pay To S 8,000 7,000
Other 10,000
101,000 65,000
1) % ownership = 20,000 shares of total 25,000 =80%
2)Consideration paid
Cash paid 30,000
Fair value of deferred consideration
(10,000 x 1/(1.072 *)) 8,734
38,734
*Note that the deferred consideration has been discounted at 7% for two years (1 July 2017 to 1 July 2019). However, at the date of the current
financial statements, 30 June 2018, the discount for one year has unwound. The amount of the discount unwound is:
$ (10,000 x 1/1.07) – 8,734= 612
This amount will be charged to finance cost (Reduce R.E of P) in the consolidated financial statements and the deferred consideration under
liabilities will be shown as $9,346 (8,734 + 612).
3) Goodwill Other Adjustments- Revaluation surplus
Goodwill Group
Consolidated revaluation surplus $
Consideration transferred (W2) 38,734
Fair value of NCI 9,000
P Co 12,000
Net assets acquired as represented by: Share of S Co's post acquisition revaluation surplus 0
Ordinary share capital 25,000 Total 12,000
Revaluation surplus on acquisition 5,000 5) Retained Earnings
Retained earnings on acquisition 6,000 P S
Intangible asset – brand name Song 5,000 $ $
(41,000) Retained earnings per question 26,000 28,000
Goodwill 6,734
Less pre-acquisition (6,000)
4) NCI at year end 22,000
Fair value of NCI at acq 9,000
Discount unwound – finance costs (612)
Share of post-acquisition R.E
(22,000 x 20%) 4,400 Share of S’s R.E: 80% x $22,000 17,600
13,400 42,988
P S CSFP 30/6/18
30/6 30/6
Non-current Assets:
Non-current Assets:
PP&E 90,000
PP&E 50,000 40,000
Intangible Asset: Goodwill 6,734
Inv in S (20,000 shares at 30,000 - Brand 5,000
cost)
Current Assets
80,000 40,000
Inventory 11,000
Current Assets
Trade Receivable
Inventory 3,000 8,000 Other 23,000
Trade Receivable from P 10,000 Cash & Cash Equi * 4,000
Other 16,000 7,000
139,734
Cash & Cash Equi 2,000
Equity:
101,000 65,000
Equity shares of $1 each 45,000
Equity:
Revaluation Surplus 12,000
Equity shares of $1 each 45,000 25,000
Retained Earnings 42,988
Revaluation Surplus 12,000 5,000
NCI 13,400
Retained Earnings 26,000 28,000
113,388
83,000 58,000
Current Liabilities
Current Liabilities
Trade & Other pay 17,000
Trade & Other pay To S 8,000 7,000
Deferred Consideration 9,346
Other 10,000
139,734
101,000 65,000
* Cash in transit of 2,000 is added
Consolidation
Intra Group Trading – Unrealized profits
• Any receivable/payable balances outstanding between the companies are cancelled
on consolidation. No further problem arises if all such intra-group transactions are
undertaken at cost, without any mark-up for profit.
A and B are companies in the same Group. A sells goods to B with a mark up added.
This gives rise to two problems:
(a) Although A Co makes a profit as soon as it sells goods to B Co, the group does not
make a sale or achieve a profit until an outside customer buys the goods from B Co.
(b) Any purchases from A Co which remain unsold by B Co at the year end will be
included in B Co's inventory. Their value in the statement of financial position will
be their cost to B Co, which is not the same as their cost to the group.
In a consolidated statement of financial position, the only profits recognized should be
those earned by the group
Unrealized Profits – Trading goods
S selling goods to P
S Co is 75% owned and sells goods to P Co. for $16,000 cost + $4,000 profit = $20,000 and if these
items are unsold by P Co at the end of the reporting period, the 'unrealised' profit of $4,000 earned
by S Co and charged to P Co will be partly owned by the NCI of S Co
Dr Retained Earnings Retained Earnings for GROUP
If S selling to P
Dr NCI Parents R.E
Cr Group Inventory +
P’s Share x (S’s R.E – Unrealized profit – S’s preacq R.E)
P selling to S
P buys goods for $1,600 and sells them to a S Co for $2,000. S Co does not sell these good so at the year end
and appear in S Co's statement of financial position at $2,000. P Co. recorded a profit of $400 in its individual
accounts. For the group’s the figures are:
Cost $1,600 Closing inventory at cost $1,600 Profit/loss nil
Dr Retained Earnings Retained Earnings for GROUP
If P selling to S
Cr Group Inventory Parents R.E – Unrealized profit
+
P’s Share x (S’s R.E – S’s preacq R.E)
P Co has owned 75% of the shares of S Co since the incorporation of that company. During the year to 31 December 2020, S Co
sold goods costing $16,000 to P Co at a price of $20,000 and these goods were still unsold by P Co at the end of the year. Assume
No goodwill. Prepare the consolidated statement of financial position of P Co at 31 December 2020. The fair value of the non-
controlling interest at acquisition was $25,000. SoFP of each company at 31 December 2020 were
P S CSFP
31/12/20 31/12/20 31/12/20
Non-current Assets:
Retained earnings The profit earned by Sinclair
Co but unrealized by the group is $4,000 of
PP&E 125,000 120,000 245,000
which $3,000 (75%) is attributable to the group
Investment in S 75,000 - and $1,000 (25%) to the NCI.
75,000 ordinary shares of $1 each P Co S Co Retained earnings
200,000 120,000 245,000 150,000 60,000
Current Assets Less unrealized profit (4,000)
56,000 Share of S Co 42,000
Inventory 50,000 48,000 94,000* =56,000x75% 192,000
Trade Receivable 20,000 16,000 36,000