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Acquirer must acquire 100% of the
net assets of the acquiree
● Maybe:
combination ✔ Merger
✔ Consolidation
Acquisition
There must be (Requirement for business
combination)
● Control
● Business
Happens through:
Method
Refers to the method used in accounting for
I. Acquisition of common stock
business combination
II. Net asset acquisition
Steps in the Acquisition Method
Acquisition of common stock
Effects:
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●
Non-Controlling
Consider the acquisition
related cost
● Contingent consideration
● Control premium interest
Acquisition related costs Refers to the equity in a subsidiary not
attributable directly or indirectly to a parent
Cost directly attributable to the combination
of business ( excluded in the FV of
consideration)
Type:
Measured through:
● Stock or debt issuance
✔ Stock issuance – ● At FV (Consideration based – value
deduction to APIC if any of NC or given)
and then to RE if APIC is ● NCI’s proportionate share of the
fully exhausted acquiree’s INA.
✔ Debt issuance –
Note that NCI cannot have a gain or bargain
Charged to premium or
purchase – it is either a goodwill or 0
discount
● Others Formula:
Are expense and are charged to RE
Used for full goodwill
Contingent consideration
FV of NCI
Payment can be through ● Consist of
Proportionate share of
● Cash/ Liability
NCI in Net asset +
● Equity / shares
Share in goodwill
Measurement: FV at acquisition date
NCI-NI
This is measured or recognized as Less: Dividend paid
consideration only when there is available FV
at the time of acquisition
Partial goodwill
Remeasurement
FV of NCI
● Within 1 year – charge to their ● Consist of
accounts as if they occurred at Proportionate share of
acquisition date NCI in Net asset
● More than 1 year – charge to P/L
NCI-NI
Agreed contingent consideration @ X Less: Dividend paid
date of acquisition
Less: FV of CC @ Acquisition date (X)
Remeasurement XX Business Combination achieved in
Applicable only to cash payments , Remeasurement STAGES (PREVIOUSLY HELD
on equity payments are ignored
INTEREST)
Refers to situation where investor acquires
additional shares from investee which it HAD
PREVIOUSLY held equity interest (additional
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shares resulted to obtaining control over the
investee)
To transfer the cumulative Gain or Loss on
Steps: RE
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Identifiable NET
Consideration transferred
assets NCI in the acquiree X
Previously held interest in the X
Measurement : Fair Value acquiree
Total XX
Assumption: (General rule- unless otherwise Less: FV of INA (X)
stated) Goodwill (Gain on Purchase XX
bargain)
● Goodwill of acquiree – 0 value
● Prepaid expenses of acquiree - 0
value Goodwill in:
● Operating leases
● Parents separate statement – not
If acquiree is the lessee ( measured
recorded (included as a deduction in IIS)
at FV difference)
● In consolidated statement – Recorded
✔ Unfavorable – liability of separately
acquiree
OPERATION
✔ Favorable – asset of
acquiree
Goodwill Treatment
● Downstream
● Upstream Items that affect RETAIN EARINGS ( any
items related to income)
Downstream, 100% to parent
Upstream Distributed to: Indirect cost
● Parent Gain on BP
● NCI Excess APIC
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Note that in stock acquisition- the SHE of ✔
SP of share sold
subsidiary is closed ✔
FV of remaining share
unsold
Net assets can be:
✔ BV of NCI
● Net Assets ● CONTROL IS NOT LOSS by the parent
● Net Identifiable assets
Without goodwill No additional share is issued
CONSOLIDATED SALES
SP of the share sold
Sales – Parent Less: Cost of the share sold
Sales - Subsidiary Addition to Paid in capital
Less: Intercompany sales With additional shares issued
1. Consideration transferred is with *New NCI % = ( New NCI shares/ New outstanding
share)
control premium
✔ To compute for the NCI
In cost method:
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