Jpia Business Combi
Jpia Business Combi
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reproduced for academic purposes only.
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If the sale is downstream, only the consolidated net income attributable to the
controlling interest will be affected because those items will only affect the net income
of the parent.
For the preparation of the consolidated financial statements, in the working paper:
The investment in subsidiary account of the parent is eliminated.
The equity (ordinary shares, additional paid-in capital, retained earnings, etc) of the
subsidiary is eliminated.
Assets and liabilities of the subsidiary are updated to their fair values less any subsequent
amortization in excess of the fair value over the books, or plus the amortization of excess
of book value over the fair value, if any, and if applicable.
Non-controlling interest in net assets (NCINAS) of the subsidiary is established
representing the percentage of ownership of subsidiary not acquired, if the not wholly-
owned by parent plus the consolidated net income attributable to subsidiary, less any
dividends declared to shareholders other than the parent.
All the of the intercompany transactions between the parent and subsidiary are
eliminated because in their consolidated financial statements, they are viewed as one
economic entity.
In business combination problems, the following items must be considered (and mostly asked in
the problems)
Consolidated sales Non-controlling interest in the
Consolidated cost of goods sold consolidated Net income of the
Consolidated gross profit subsidiary (NCINIS)
Consolidated operating expenses Non-controlling interest in the
Consolidated dividend income net assets of the subsidiary
Consolidated net income (CNI) Consolidated stockholder’s
Consolidated net income equity
attributable to parent (CNI-P)
Table 2.1 –Consolidated net income attributable to controlling and non-controlling interest
ITEMS IN THE INCOME STATEMENT PARENT NCI
Net income of the parent per books xx
Net income of the subsidiary per books xx xx
Amortization of excess of fair over book value of assets and
liabilities of subsidiary (xx) (xx)
Amortization of excess of book over fair value of assets and
liabilities of subsidiary xx xx
Intercompany dividends (xx) (xx)
Impairment of goodwill** (xx) (xx)
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Gain on acquisition** xx
Unrealized (gain) / loss in the sale of plant assets (upstream)* (xx) / xx (xx) / xx
Realized gain / (loss) in the sale of plant assets (upstream)* xx / (xx) xx / (xx)
Unrealized (gain) / loss in the sale of plant assets (downstream)* (xx) / xx
Realized gain / (loss) in the sale of plant assets (downstream)* xx / (xx)
Unrealized profit in ending inventory (UPEI) – upstream* (xx) / xx (xx) / xx
Unrealized profit in ending inventory (UPEI) – downstream* (xx)
Realized profit in the beginning inventory (RPBI) – upstream* xx xx
Realized profit in the beginning inventory (RPBI) – downstream* xx
Adjusted net income for consolidated income statement XX XX
*not included in the quiz 5 for advanced accounting I subject
**there can be only one result of the business combination. Gain on acquisition is included only in the
consolidated net income in the year of acquisition only.
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.
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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.)
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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.
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To illustrate, PARIS CAT corporation acquired 80% of the stocks of SURFER CAT corporation for
3,500,000 on January 1, 2016. At the date of acquisition, the fair value of the net assets of Surfer
cat corporation amounted to 4,000,000. During the year, goodwill is tested for impairment and
PARIS CAT corporation determined it has been impaired by 27,000.
Case 1: NCI is measure at fair value, no fair value of the non-controlling interest provided.
In this case, NCI will be measured at its estimated fair value of 875,000, since it is higher than the
proportionate fair value of NCI amounting to 800,000. The business combination resulted to a
goodwill of 375,000 ((3,500,000 / 80%)-4,000,000). Also, because the estimated FV of NCI is higher
than its proportionate amount, the NCI will share in the subsequent impairment of goodwill. Note
that the share of CI and NCI in the goodwill is the same as the percentage of ownership controlled
by the parent. Thus, if the fair value of NCI is based on estimated FV, the impairment loss to be
attributable to the controlling interest is equal to the percentage of ownership of the parent.
Table 2.6 – allocation of the impairment of goodwill to controlling and non-controlling interest
Allocation of Goodwill to controlling and non- Working Paper Entries
controlling interest
DATE OF CI NCI TOTAL Goodwill 375,000
ACQUISITION Cost of Investment
3,500,000 875,000 4,375,000
investment In subsidiary 300,000
FV of net NCI 75,000
(3,200,000) (800,000) (4,000,000)
assets
GOODWILL 300,000 75,000 375,000
SUBSEQUENT Share of controlling interest in the goodwill Impairment loss 27,000
TO DATE OF impairment Goodwill 27,000
ACQUISITION Controlling interest: 27,000 x (300/375) = 21,600
Non-controlling interest 27,000 c (75/375) = 5,400
Case 2: NCI is measure at fair value; the fair value of the non-controlling interest is 750,000.
In this case, the fair value of the non-controlling interest is lower than its proportionate fair value,
thus, the fair value given cannot be used because the non-controlling interest must be recorded
at its proportionate fair value based on the fair value of the net assets of the subsidiary, at a
minimum. Thus, the goodwill of 300,000 must be attributable only to the controlling interest
because the NCI is recorded at minimum amount.
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FV of net
(3,200,000) (800,000) (4,000,000)
assets
GOODWILL 300,000 0 300,000
SUBSEQUENT Share of controlling interest in the goodwill Impairment loss 27,000
TO DATE OF impairment Goodwill 27,000
ACQUISITION Controlling interest: 27,000
Non-controlling interest: 0
Case 3: NCI is measure at fair value; the fair value of the non-controlling interest is 860,000.
In this case, since the fair value of NCI is higher than the proportionate FV (850,000 > 800,000),
the NCI will be recorded at fair value, resulting to goodwill of 350,000, both attributable to
controlling and non-controlling interest, since the reflected NCI in the consolidated financial
statement is higher that its minimum amount (proportionate FV). Note that the allocation of
goodwill to both controlling and non-controlling interest must be based on the goodwill
allocated to CI and NCI at the date of acquisition. In contrast to the case 1, The ownership %
cannot be used because the fair value of NCI is based on cost of investment of the acquirer
(parent) to the acquire (subsidiary).
Table 2.8 – allocation of the impairment of goodwill to controlling and non-controlling interest
Allocation of Goodwill to controlling and non- Working Paper Entries
controlling interest
DATE OF CI NCI TOTAL Goodwill 360,000
ACQUISITION Cost of Investment
3,500,000 860,000 4,360,000
investment In subsidiary 300,000
FV of net NCI 60,000
(3,200,000) (800,000) (4,000,000)
assets
GOODWILL 300,000 60,000 360,000
SUBSEQUENT Share of controlling interest in the goodwill Impairment loss 27,000
TO DATE OF impairment Goodwill 27,000
ACQUISITION Controlling interest: 27,000 x (300/360) = 22,500
Non-controlling interest 27,000 x (60/360) = 4,500
Intercompany sale of plant assets. Any gain or loss on sale of those assets of the selling affiliate are
unrealized until those assets are either depreciated or sold to the outside parties, and must be
eliminated in the working paper in the net income of the selling affiliate, and recognized as realized
on the consolidated net income of the parent when depreciated or sold to outside parties. The realization
of gains and losses depends whether the plant assets are non-depreciable (land), or depreciable (e.g.
machinery, equipment). Also, the whether the parent will share in the adjustment to the net income of
the subsidiary and such adjustment is fully attributable to parent only will depend if the sale is upstream
or downstream sale.
In intercompany sale of land, because land is not depreciated over time, any unrealized gains or
losses from the intercompany sale of land remains unrealized until sold to outside parties.
In intercompany sale of depreciable assets, the unrealized gains and losses are eliminated in the
working paper, and such gains or loss is realized in the net income periodically based on
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remaining useful life from the date of sale in the form of adjusting depreciation expense and
accumulated depreciation in the working paper, in order to bring the depreciation expense and
accumulated depreciation to the amount based on the carrying amount of the equipment of the
selling affiliate as if no sale was occurred between the two parties, and as if the selling affiliate
is still the owner of the said depreciable asset. If the realized gain or losses is not adjusted, the
resulting depreciation expenses in the consolidated income statement is either understated (loss
on sale) or overstated (gain on sale).
LOSS
Accu. Dep. xx Accu. Dep. xx Either gain or loss, the first entry at the
Unrealized gain xx Dep. expense xx year of acquisition restores the carrying
Dep. asset xx Retained earnings xx amount of depreciable asset as if no
GAIN
sale has occurred and as if the selling
Accu dep. xx
affiliate is the owner. The second
Dep. expense xx
entry adjusts the depreciation expense
Dep. asset xx Dep. expense xx
DEPRECIABLE Accu. Dep xx Retained earnings xx and accumulated depreciation to the
ASSETS Unrealized gain Accu. Dep. xx amount as if no sale has occurred
xx between the affiliates. However, when
LOSS that depreciable asset is already sold to
Dep. expense xx unaffiliated companies, the remaining
Accu. Dep. xx unrealized gain or loss must be
recognized in the working paper in
the year that sale occurred.
Intercompany sale of inventories - subsequent to acquisition date, there may be intercompany sale of
inventories between the affiliated parties (parent and subsidiary) of which the inventory of the buying
affiliate includes profit from sale of the selling affiliate. Those profits must be eliminated for consolidation
purposes until the inventory from the selling affiliate is sold to unaffiliated companies and individuals. By
eliminating these profits as well as intercompany sale of inventory, in the consolidated financial
statements: (1) the consolidated sales and cost of goods sold will include only sales and cost of goods
sold to unaffiliated parties; and (2) the inventory balance to be included by the buying affiliate in the
consolidated financial statements will include only cost of inventory to the selling affiliate (either
parent or subsidiary). Also, like in the intercompany sale of plant assets, any profit recorded in the books
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of the selling affiliate will only be realized when the inventory coming from the selling affiliate has
been sold to unaffiliated parties.
Intercompany Sale of inventories between the affiliated parties may be upstream (subsidiary to parent),
downstream (parent to subsidiary), or horizontal sales (subsidiary to another subsidiary). However,
for consolidation purposes, only downstream or upstream sales are of concern by the consolidating entity
such that the determination of upstream or downstream sale may affect the consolidated net income
attributable to the controlling and non-controlling interest. If the sale is upstream Two items are of
concern of the consolidating parent in intercompany transactions:
Unrealized profit in ending inventory (UPEI) – These are the profits of the selling affiliate included
in the unsold inventory of the buying affiliate which previously arose from the intercompany sale.
What is eliminated in the working paper is the profit from the inventories coming from the
selling affiliate such that those profits are reverted to being unrealized. Because of higher
inventory ending balance of the buying affiliate to the unrealized profit, the cost of goods sold
in its books is understated. It can be adjusted by debiting CGS and crediting inventory in the
working paper.
Realized profit in the beginning inventory (RPBI) - These are the profits of the selling affiliate
included in the beginning inventory (overstating the total goods available for sale) of the
buying affiliate which was previously eliminated in the working paper, because the related
inventory was unsold in the year of intercompany sale. Those profits are already recognized
in the books of the selling affiliate in the year of intercompany sale, but for consolidation
purposes, those profit must be only recognized in the consolidated net income in the year
the inventories coming from the selling affiliate are already sold to outside parties.
Table 2.9 summarizes the intercompany sale of inventories, their adjustments to consolidated financial
statements, and summarized rationale for the accounting treatment for those items. It must be noted
that when the sale is upstream sale, both the controlling and non-controlling interest will share in
such adjustment because it is the profit of the subsidiary. If such sale is downstream sale, only the
controlling interest’s share in the consolidated net income will be adjusted, because it is the profit of the
parent. However, whether downstream of upstream sale, there is no need to allocate such adjustment of
CNI-P and NCINIS to determine the consolidated net income.
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Payables xx
Receivables xx
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