ACP 312 Week 6-7
ACP 312 Week 6-7
ACP 312 Week 6-7
Week 6-7: Unit Learning Outcomes (ULO a): At the end of the unit, you are expected to:
Metalanguage
In this section, the essential terms relevant to accounting for business combination. ULOb
will be operationally defined to establish a standard frame of reference. You will encounter these
terms as we go through this course. Please refer to these definitions in case you will face difficulty
in understanding the accounting concepts concepts.
Separate financial statements- are those presented by an entity in which the entity could elect,
subject to the requirements in this Standard, to account for its investments in subsidiaries, joint
ventures and associates either at cost, in accordance with IFRS 9 Financial Instruments, or using
the equity method as described in IAS 28 Investments in Associates and Joint Ventures.
Consolidated financial statements- The financial statements of a group in which the assets,
liabilities, equity, income, expenses and cash flows of the parent and its subsidiaries are
presented as those of a single economic entity
Essential Knowledge
To perform the aforesaid big picture (unit learning outcomes) for the first two (2) weeks of
the course, you need to fully understand the following essential knowledge that will be laid down in
the succeeding pages. Please note that you are not limited to refer to these resources exclusively.
Thus, you are expected to utilize other books, research articles, and other resources that are
available in the university’s library, e.g., e-brary, search.proquest.com, etc.
The objective of the Standard is to prescribe the accounting and disclosure requirements for
investments in subsidiaries, joint ventures and associates when an entity prepares separate
financial statements. The Standard shall be applied in accounting for investments in subsidiaries,
joint ventures and associates when an entity elects, or is required by local regulations, to present
separate financial statements.
Separate financial statements are those presented by a parent (ie an investor with control of a
subsidiary) or an investor with joint control of, or significant influence over, an investee, in which
the investments are accounted for at cost or in accordance with IFRS 9 Financial Instruments.
When an entity prepares separate financial statements, it shall account for investments in
subsidiaries, joint ventures and associates either:
a) at cost, or
b) in accordance with IFRS 9
c) Using equity method as described in PAS 28.
The entity shall apply the same accounting for each category of investments. Investments
accounted for at cost shall be accounted for in accordance with IFRS 5 Non-current Assets Held
for Sale and Discontinued Operations when they are classified as held for sale (or included in a
disposal group that is classified as held for sale). The measurement of investments accounted for
in accordance with IFRS 9 is not changed in such circumstances.
The preparation of consolidated financial statements at the date the acquirer company
(parent) acquires more than 50% of the stock of the acquired company (subsidiary) is not
different when preparing consolidated financial statements subsequent to acquisition,
except for the fact that there are transactions between the parent and the subsidiary
occurred after the acquisition date, which were already recorded in their books.
Transactions between the two entities must eliminated when preparing consolidated
financial statements because, although they are legally viewed as separate entities, they
are economically viewed as one entity
The transactions between the parent and subsidiary are eliminated only in the working
papers for consolidation purposes. Those transactions remain in their respective separate
books.
The parent’s control of the subsidiary due to the stock acquisition is the main reason why
there are items in the separate statement of comprehensive income, which will be shared
by both the controlling interest and the non-controlling interest.
If the result of the business combination is goodwill and the NCI has its share on the total
goodwill (full goodwill approach), the share of the controlling and non-controlling interest for
further impairment of goodwill may not be always based on the control percentage acquired
by the acquirer (parent).
For the preparation of the consolidated financial statements, in the working paper:
The consolidated net income of the parent includes the net income of the parent, the net income of
the subsidiary from the date of acquisition, any adjustments to their net income such as
adjustment for the depreciation expense previously recognized already in the books of subsidiary,
all intercompany transactions that resulted to a gain or loss, or declaration of dividends, profit
arising from the intercompany sale of inventories, and the impairment of goodwill that arose only
from the business combination, if any. In other words, it is basically the combination of their
revenues, expenses, gains, losses, and other income earned and incurred only from the
unaffiliated companies and individuals.
ITEMS IN THE CONSOLIDATED NET INCOME
Net income of the parent per books - it is the net income based on the separate financial
statements of the parent. Remember that this item is fully attributable to controlling interest only.
Net income of the subsidiary per books - it is the net income based on the separate financial
statements of the subsidiary. For consolidation purposes, the parent has a share of the of its net
income based on the percentage of ownership of stocks owned by the parent and what is
attributable to subsidiary is the percentage of ownership attributable to the non-controlling interest.
Amortization of excess in fair over book value / book over fair value of assets and liabilities
of the subsidiary - these items pertain to the increases or decreases in assets and liabilities of
the subsidiary not recorded in the books of the subsidiary but recognized in the working paper for
consolidated financial statements at the date of acquisition. In the books of the subsidiary, some of
the expenses (CGS, depreciation, amortization, etc.) included in the net income of the subsidiary
are based on the book values of subsidiary’s assets and liabilities. Thus, these expenses are
either understated or overstated, because for consolidation purposes, these expenses must be
based on their fair values relevant to the reporting period. This is the reason why there is an
additional amortization for consolidation purposes. The following are the common items that are
mostly revalued at the date of acquisition and how are they being amortized for consolidation:
Depreciable assets (PPE, intangibles, investment property accounted for at cost model,
leased assets) – the difference between the fair value and the book value shall be
amortized based on the remaining useful life from the date of acquisition because the
excess pertains to the overstatement (book over fair) or understatement (fair over book) of
the depreciation expense being included in the net income of the subsidiary
Non-depreciable assets (land, inventories, intangibles with indefinite useful life) – the
excess of the fair over book, or book over fair values shall only be amortized if already sold
to the outside parties. The excess shall be considered in the consolidated net income,
because when those items are already sold to the outside parties, the gain or loss (for non-
depreciable non-current assets), or the cost of goods sold pertaining to the inventories
revalued at the date of acquisition, are either overstated or understated, thus, amortizing
these excess amounts will bring them to their correct amount for consolidated financial
statements. If there is a partial sale of those assets mentioned above, the excess to be
amortized must be proportionate only to the sold assets (e.g. if 20% of inventories sold
during the year, 20% of the total excess must be amortized.)
Intercompany dividends - these arise because when the subsidiary declares a dividend, a
major part of it are received by the parent company, or when there are shares of stock of
the parent owned by the subsidiary, the latter as well received dividends from the parent.
The controlling interest portion of the dividends declared by subsidiary is deducted from the
consolidated net income attributable to the controlling interest because it was included as
an income of the parent in the books. Also, retained earnings of the subsidiary is credited in
the amount of dividends received by the parent from the subsidiary in the working paper
because the balance of the retained earnings of the subsidiary was already affected by the
subsidiary’s dividend declaration. Dividends declared for subsidiary’s other shareholders
(also represented by the non-controlling interest), will be accounted for as a deduction in
the NCINAS in the equity portion of the parent in the consolidated financial statements.
Impairment of goodwill - goodwill is not amortized, but is tested for impairment annually. If the
parent company determined that the goodwill arising from the business combination is impaired,
the impairment shall be allocated proportionately on the basis on the share of the controlling
interest and the NCI on the goodwill at the date of acquisition, if the acquisition resulted in goodwill
and the fair value of the NCI at the date of acquisition is based only on fair value of the NCI (given
or approximated based on the cost of investment of parent), which is higher than proportionate
share of NCI in the net assets of the subsidiary (minimum amount of NCI). In short, the subsidiary
will only share in the impairment of goodwill if there is a part of goodwill allocated to the NCI at the
date of acquisition (full goodwill approach). It must be noted, however, that if the parent already
has goodwill before the date of acquisition, then its impairment is already reflected in the separate
books in the parent, and is solely attributable to the controlling interest, as it arose from a different
transaction before the acquisition. The following table summarizes how the goodwill will be
allocated between the CI and NCI.
Assume that Perfect Company acquires all of Son Company’s common stock on January 1, 2014
for P 387,500 an amount P 87,500 in excess of the book value. The acquisition price includes
cash of P 300,000 and a 30-day note for P 87,500 (paid at maturity during 2014). At the end of
2014, Perfect management determines that a 3,000 goodwill impairment loss should be
recognized in the consolidated income statement.
The following assets and liabilities had book values that were different from their respective fair
market values:
All other assets and liabilities had book values approximately equal to their respective fair values.
On January 1, 2014, the equipment and buildings had a remaining life of 8 and 4 years,
respectively. Inventory is sold in 2014 and FIFO inventory costing is used.
Trial balances for the companies for the year ended December 31, 2014 are as follows:
From the trial balances presented above the following summary for 2014 results of operations are
as follows:
Schedule and allocation of excess- Jan 1, 2014
Assume that on January 1, 2014, Perfect Company acquires 80% of the common stock of Son
Company for P 310, 000. At that time, the fair value of the 20% non-controlling interest is
estimated to be P 77, 500. On that the following assets and liabilities of Son Company had book
values that were different from their respective market values.
All other assets and liabilities had book values approximately equal to their respective fair values.
On January 1, 2014, the equipment and buildings had a remaining life of 8 years and 4years,
respectively. Inventory is sold in 2014 and FIFO inventory costing on the fair value basis (or full-
goodwill), meaning the management has determined that the goodwill arising in the acquisition of
Son Company relates proportionately to the controlling and non-controlling interest, as does the
impairment.
Trial balance for the companies for the year ended December 31, 2014 are as follows:
From the trial balances presented above the following summary for 2014 results of operations are
as follows:
The goodwill impairment loss of P 3, 125 based on 100% fair value would be allocated to the
controlling interest and the NCI based on the percentage of total goodwill each equity interest
received. For purpose of allocating the goodwill impairment loss, the full goodwill is computed as
follows:
In this case, the goodwill was proportional to the controlling interest of 80% and non-controlling
interest of 20% computed as follows:
Therefore, the goodwill impairment loss of P 3, 125 based on 100% fair value of full-goodwill
would be allocated as follows:
Worksheet for Consolidated Financial Statements, December 31, 2014.
The goodwill recognized on consolidation purely relates to the parent’s share. NCI is measured as
a proportion of identifiable assets and goodwill attributable to NCI share is not recognized.
Alternatively, NCI on December 31, 2014 may also be computed as follows:
Assume the following information available for Perfect and Son Company for the year 2015:
Only a single entry is recorded by the parent in 2015 in relation to its subsidiary investment.
On the books of Son Company, the P40,000 dividend paid was recorded as follows:
Worksheet for Consolidated Financial Statements, December 31, 2015
When the cost model is used, only two journal entries are recorded by Perfect Company during
2014 related to its investment in Son Company. Entry (1) records Perfect Company’s purchase of
Son Company’s stock, Entry (2) recognizes dividend income based on the P 32, 000 (P 40,
000*80%) of dividends received during the period.
On the books of Son Company, the P 40, 000 dividend paid was recorded as follows:
The schedule of determination and allocation of excess presented above provides complete
guidance for the worksheet eliminating entries on January 1, 2014:
*this procedure would be more appropriate, instead of multiplying the full-goodwill impairment loss
of P 3, 125 by 20%. There might be situations where the NCI on goodwill impairment loss would
not be proportionate to NCI acquired.
Only a single entry is recorded by the parent in 2015 in relation to its subsidiary investment:
Cost Model (Full-goodwill) 80%- Owned Subsidiary (Second Year after Acquisition)
The consolidated retained earnings and non-controlling interest which can be verified can also be
computed as follows:
Consolidated Income Statement-2015
Consolidated Balance Sheet – December 31,2015 (Full goodwill)
Guerrero, P., & Peralta, J. (2013). Advance accounting (Vol. 2.). Manila: GIC
Enterprise & Co., Inc.
Let’s Check
Activity 1. Encircle the letter of your answer.
1. If Mister Company acquires 80 percent of the stock of Missus Company on January 1, 2017,
immediately after the acquisition:
a. Consolidated retained earnings will be equal to the combined retained earnings of the
two companies
b. Goodwill will be reported in the consolidated balance sheet
c. Mister Company’s additional paid-in capital may be reduced to permit the carry forward
of Missus Company retained earnings
d. Consolidated retained earnings and Mister Company retained earnings will be the same
2. Lisa Co. paid cash for all the voting common stock of Victoria Corp. Victoria will continue to
exist as a separate corporation. Entries for the consolidation of Lisa and Victoria would be
recorded in
a. Lisa’s general journal
b. Victoria’s secret consolidation journal
c. A worksheet
d. Victoria’s general journal
3. Consolidated net income for a parent company and its partially owned subsidiary is best
defined as the parent company’s
a. Recorded net income
b. Recorded net income plus the subsidiary’s recorded net income
c. Recorded net income plus the parent’s share in subsidiary’s recorded income
d. Income from independent operations plus subsidiary’s income resulting from
transactions with outside parties
4. A 70 percent owned subsidiary company declares and pays a cash dividend. What effect does
the dividend have on the retained earnings and non-controlling interest balances in the parent
company’s consolidated balance sheet?
a. No effect on either retained earnings or non-controlling interest
b. No effect on retained earnings and a decrease in non-controlling interest
c. Decreases in both retained earnings and non-controlling interest
d. A decrease in retained earnings and no effect on non-controlling interest
On January 1, 2014, Añonuevo Corp. acquired 80% of the outstanding stocks of Sy Corp. for
P2,500,000. Sy Corp.’s stockholders’ equity is as follows: Ordinary shares, P80 par P2,000,000,
Share premium P500,000, and Retained Earnings P300,000. The fair value of the non-controlling
interest is P685,000. All the assets of Sy were fairly valued except for its inventories which are
overvalued by P90,000, Land which is undervalued by P50,000, and Patent which is undervalued
by P125,000. The said patent has a remaining useful life of five years. Both companies use the
straight line method for depreciation and amortization. Shareholders’ equity of Añonuevo Corp. on
January 1, 2014 is composed of: Ordinary shares, P50 par P3,500,000, Share premium P750,000,
and Retained Earnings P2,460,000. Goodwill, if any, should be decreased by P22,500 at the end
of 2014. No additional issuance of capital stocks occurred.
For the two years ended, December 31, 2014 and 2015, Añonuevo Corp. and Sy Corp. reported
the following:
6. Retained earnings
a. P 3, 485,600
b. P 3,360,600
c. P 2,460,600
d. P 3,375,600
On December 31, 2015, compute for the following to be presented in the consolidated financial
statement
Let’s Analyze
Activity 1. In this activity, you are required to elaborate on your answer to each question below.
5. Distinguish Cost and Equity Model in accounting for Investment account in parent company’s
separate financial statement..
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In a Nutshell
Problem 1
Peer, Inc. acquires 60 percent of Sea-breeze Corporation for P454,000 cash on January 1, 2016.
The remaining 40 percent of the Sea-breeze shares traded near a total value of P276,000 both
before and after the acquisition date. On January 1, 2016, Sea-breeze had the following assets
and liabilities:
The companies’ financial statements for the year ending December 31, 2016 using cost method
are as follows:
Peer Sea-Breeze
Revenue P (600,000) P (300,000)
Operating expenses 410,000 210,000
Dividend Income (42,000) 0
Net Income P (232,000) P (90,000)
Peer Sea-Breeze
Retained earnings, 1/1/16 P (650,000) P (70,000)
Net Income (232,000) ( 90,000)
Dividends paid 92,000 70,000
Retained earnings, P (790,000) P (90,000)
12/31/16
Required:
a. Provide the consolidation workpaper journal entries for 2016
b. Prepare the consolidation working paper for 2016.
PROBLEM 2
Perfecto Corporation acquired a 60% interest in Serafica Corporation for P200,000 cash on
January 1, 2014 when the stockholders’ equity of Serafica consisted of P200,000 capital stock and
P25,000 retained earnings. The book and fair values of Serafica’s assets and liabilities are equal
except of PPE which is undervalued by P50,000. The undervalued machinery is being depreciated
over four years and goodwill is not amortized.
Financial Statements for Perfecto and Serafica Corporations for 2015 are summarized as follows:
Combined Income and Retained Earnings Statement for the Year Ended December 31, 2015
Perfecto Serafica
Net sales 900,000.00 300,000.00
Dividends from Serafica 6,000.00
Cost of goods sold (600,000.00) (150,000.00)
Operating expenses (190,000.00) (90,000.00)
Net income 116,000.00 60,000.00
Add: Retained earnings, January 112,000.00 50,000.00
1, 2015
Deduct: Dividents (100,000.00) (20,000.00)
Retained earnings, December 128,000.00 90,000.00
31, 2015
a. A P10,000 dividend was declared by Serafica on December 30, 2015 but not recorded by
Perfecto
b. Perfecto’s accounts receivable includes P5,000 due from Serafica
Determine the following account balances that would appear in the consolidated Financial
Statements of Perfecto and its 60%-owned subsidiary on December 31, 2015:
1. Operating expenses
2. Net income
3. Non-Controlling Interest in the Subsidiary Net Income
4. Dividends
5. Current Assets
6. Non-Current Assets
7. Total Liabilities
8. Share Capital
9. Non-Controlling Interest in the Subsidiary Net Assets
10. Total Stockholders’ Equity
You are free to list down all the emerging questions or issues in the provided spaces
below. These questions or concerns may also be raised in the LMS or other modes. You
DEPARTMENT OF BUSINESS ADMINISTRATION EDUCATION
Bachelor of Science in Tourism Management Program
Mabini Street, Tagum City
Davao del Norte
Telefax: (084)655-9591 Local 116
may answer these questions on your own after clarification. The Q&A portion helps in the
review of concepts and essential knowledge.
Questions/Issues Answers
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Keywords