Professional Documents
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Chapter 7
Group Reporting VI:
Complex
Consolidation Issues
Learning Objectives
Content
1. Indirect
Indirect Ownership
Ownership Interests
Interests
2. Dual Approach to Consolidation of Indirect Non-controlling
Interests in Subsidiaries
3. Indirect Holding of Associates
4. Business Combination Achieved in Stages
5. Asset Transfers in More Complex Settings
6. Impact of Consolidation and the Cost and Equity Methods on
Profit upon the Disposal of Subsidiaries
7. Overview of Consolidated Cash Flow Statements
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Chapter 7
Y Co. 48%
(Intermediate parent)
(Indirect subsidiary)
12% 60%
Z Co’s NCI
Direct holdings
40%
Z Co. Indirect holdings
(Subsidiary)
Dividend payment
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Chapter 7
(1) Share of Book Value of (1) Share of Δ Book Value of (1) Share of current profit and
equity equity other equity
Content
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Chapter 7
Accounting for
Indirect NCI in subsidiary
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Chapter 7
Simultaneous Consolidation
1. Elimination of investment
– Under structure A Structure B
Structure A
• Investment in Y will be eliminated against X Co.
Y’s shareholder’s equity at acquisition date X Co.
(Ultimate parent)
(Ultimate parent)
Simultaneous Consolidation
2. Allocation of post-acquisition profits or losses to NCI
– Both direct and indirect NCI have a share of post-acquisition profit or
loss
– In the group structure, income is allocated to both direct NCI of the
immediate subsidiary and indirect NCI of the lower tier subsidiary
X Co.
Example:
(Ultimate
– Direct NCI: 20% of Y Co’s net profit after tax Y Co’s parent)
Simultaneous Consolidation
3. Elimination of dividend income against dividends declared
– Only applies to direct NCI; dividends are paid to legal owners
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Chapter 7
Illustration 1:
Simultaneous Consolidation
Acquisition details are as follows:
A Ltd B Ltd
Acquired by P Ltd A Ltd
Date of acquisition 1 Jan 20×0 1 July 20×0
Equity at acquisition
Share capital $30,000 $30,000
Retained earnings $10,000 $5,000
$40,000 $35,000
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Illustration 1:
Simultaneous Consolidation
Income statement and partial Statement of Changes in Equity for the
year ended 31 Dec 20×2:
P Ltd A Ltd B Ltd
Operating profit $20,000 $12,000 $19,000
Dividend income 6,000 4,000 -
Tax (4,000) (2,400) (3,800)
Profit after tax 22,000 13,600 15,200
RE, I Jan 20×2 21,000 17,000 6,000
Dividends declared (12,000) (8,000) (5,000)
RE, 31 Dec 20×2 $31,000 $22,600 $16,200
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Illustration 1:
Simultaneous Consolidation
Statement of Financial Position as at 31 Dec 20×2:
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Chapter 7
Illustration 1:
Simultaneous Consolidation
• Step 1: Identify direct and indirect NCI in the group structure
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Illustration 1:
Simultaneous Consolidation
• Step 2: Eliminate investment in A
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Illustration 1:
Simultaneous Consolidation
• Step 2: Eliminate investment in B
*A acquired B on 1 July 20×0 after P acquired A. Hence, effectively, P acquired B on 1 July 20×0
**Goodwill = FV of consideration transferred + FV of NCI – FV of net identifiable assets
= $35,000 + $8,000 – $35,000
= $8,000
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Chapter 7
Illustration 1:
Simultaneous Consolidation
• Step 3: Allocate NCI’s share of post-acquisition retained earnings
from the date of acquisition to the beginning of the year
CJE 3: Allocate share post-acquisition retained earnings to direct NCI of A
Dr Retained earnings 1,750
Cr Non-controlling interests 1,750
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Illustration 1:
Simultaneous Consolidation
• Step 3: Allocate NCI’s share of post-acquisition retained earnings
from the date of acquisition to the beginning of the year
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Illustration 1:
Simultaneous Consolidation
• Step 4: Allocate NCI’s share of current profit after tax
CJE 5: Allocate current profit after tax to direct NCI of A
Dr Income to non-controlling interests 2,400
Cr Non-controlling interests 2,400
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Chapter 7
Illustration 1:
Simultaneous Consolidation
• Step 4: Allocate NCI’s share of current profit after tax
CJE 6: Allocate current profit after tax to direct and indirect NCI of B
Dr Income to non-controlling interests 6,080
Cr Non-controlling interests 6,080
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Illustration 1:
Simultaneous Consolidation
• Step 5: Elimination of dividends declared by A & B
CJE 7: Eliminate dividends declared by B
Dr Dividend income (A) 4,000
Dr Non-controlling interests 1,000 (20% × $5,000)
Cr Dividends declared (B) 5,000
Illustration 1:
Simultaneous Consolidation
• Analytical check of NCI in A Ltd
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Chapter 7
Illustration 1:
Simultaneous Consolidation
• Analytical check of NCI in A Ltd
Direct NCI in A Ltd (25%)
Book value of equity of B Ltd $52,600
Less: Investment in B Ltd 35,000
$17,600
Share of book value of equity of A Ltd $4,400
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Illustration 1:
Simultaneous Consolidation
• Analytical check of NCI in A Ltd
Indirect NCI in B Ltd (25% × 80%) 20%
Book value of equity of B Ltd $46,200
Share of book value of equity of B Ltd $9,240
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Illustration 1:
Simultaneous Consolidation
• Analytical check of NCI in A Ltd
P Ltd
(Ultimate
A Ltd’s parent)
Total balance of NCI NCI
75%
Direct NCI in B Ltd (20%) $10,240 25%
A Ltd
Direct NCI in A Ltd (25%) 4,400
(Intermediate
Indirect NCI in B Ltd (25% × 80%) 10,990 parent)
$25,630 20% 80%
B Ltd’s
NCI
B Ltd
20% (Subsidiary)
Direct holdings
Indirect holdings
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Chapter 7
Y Co. Y Co.
(Intermediate (Intermediate
parent) parent)
Z Co. Z Co.
(Subsidiary) (Subsidiary)
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X Co.
On acquisition date (28 November 20×3),
(Ultimate parent) • Goodwill in Z Co. attributable to Y Co. =
Y Co’s NCI Investment in Z Co. – 60% × Fair value of
20% 80% Identifiable Net Assets of Z Co.
Y Co. • Indirect NCI in Z Co. is made up of the
(Intermediate parent) following components:
• 20% of the Goodwill of Z Co.
12% 60%
Z Co’s NCI recognized in Y Co.
40%
Z Co.
• 12% of the FV-BV of the Identifiable
Net Assets in Z Co. on acquisition
(Subsidiary)
date
• 12% of the BV in Z Co.
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Chapter 7
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*Goodwill may be combined as the fair value of NCI of the intermediate parent at acquisition
date is often determined for the sub-group as a unit.
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B 63%
(Intermediate parent)
7% 70%
C’s NCI Direct holdings
30% Indirect holdings
C
(Subsidiary)
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Chapter 7
B acquired C
Percentage acquired 70%
Date of acquisition 1 Jan 20×0
Fair value of consideration transferred $4,000,000
Fair value of NCI in C $1,600,000
Fair value of land of C $2,000,000
Carrying amount (book value) of land of C $1,400,000
Note: land of C was under-valued at both dates. Land was unsold and proceeds
if any are tax exempt and deferred tax liability need not be recognized.
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Chapter 7
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Note 2:
FV of identifiable net assets
= BV of net assets of B as at 1 Jan 20×3 (after deducting B’s investment in C to avoid
double counting of net assets) + BV of net assets of C as at 1 Jan 20×3 + Excess of
FV of land of C as at 1 Jan 20×3
= ($11,900,000 – $4,000,000) + $6,500,000 + $900,000
= $15,300,000
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This entry can be combined with CJE 3. Indirect NCI’s share of change in RE
of C from 1 Jan 20×0 to 1 Jan 20×3 is accounted for in the recognition of fair
value of NCI in B Co. (and indirect NCI in C Co.) in CJE 1.
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7% 70%
C’s NCI
30%
C
(Subsidiary)
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Y Co. Y Co.
(Intermediate (Intermediate
parent) parent)
Z Co. Z Co.
(Subsidiary) (Subsidiary)
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Chapter 7
Acquired Company
S Co. B Co.
Acquirer P Co. S Co.
Date of acquisition 1 Jan 20×1 1 July 20×1
Percentage acquired 90% 60%
Direct NCI 10% 40%
FV of NCI 250,000 80,000
Cost of consideration transferred 2,500,000 300,000
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Additional information:
• Intangible assets have an estimated useful life of five years from date of
acquisition by P.
• Inventory at acquisition date was sold off in 20×2
• Tax rate 20%
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S Co. 54%
(Intermediate parent)
6% 60%
B Co’s NCI
Direct holdings
40% Indirect holdings
B Co.
(Subsidiary)
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Chapter 7
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Content
3. Indirect Holding
Indirect Holding of
ofAssociates
Associates
4. Business Combination Achieved in Stages
5. Asset Transfers in More Complex Settings
6. Impact of Consolidation and the Cost and Equity Methods on
Profit upon the Disposal of Subsidiaries
7. Overview of Consolidated Cash Flow Statements
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Chapter 7
Figure 6.7
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S Co. A Co.
Acquirer P Co. S Co.
Date of acquisition 30 Jul 20×2 4 May 20×3
Percentage acquired 60% 40%
Share capital at acquisition date $5,000,000 $1,000,000
RE at acquisition date 3,000,000 200,000
Shareholders’ equity at acquisition date $8,000,000 $1,200,000
FV of consideration transferred 6,500,000 1,000,000
FV of NCI 4,400,000 -
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Content
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Intangible assets had a remaining useful life of 6 years from 1 January 20×0.
Inventories were sold within 3 months from the acquisition date.
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2x0
Net profit before tax $6,250,000
Tax expense (1,250,000)
Net profit after tax 5,000,000
Dividends declared (1,000,000)
Profit retained 4,000,000
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Since P had 20% equity interest in S during 20×0 and hence P had to equity
account S’s profit for the year ended 31 Dec 20×0.
EA1: Share of profit for the year ended 31 December 20×0
Dr Investment in S 920,000
Cr Share of profit 920,000
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Chapter 7
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Note 2:
NCI have to be recognized on 31 December 20×0. The NCI has a proportionate interest
in the fair value of S as an entity.
NCI
= 20% × Fair value of S as an entity
= 20% × $20,000,000
= $4,000,000
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Chapter 7
Goodwill
= (Fair value of consideration transferred at acquisition date + Fair value of NCI + Fair
value of acquirer’s previously held equity interest in the acquiree at acquisition date) –
fair value of net identifiable assets
= ($12,000,000 + $4,000,000 + $4,000,000) – $15,600,000
= $4,400,000
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Loss of Control
Example
• Investor decreases its ownership interests from 70% to 20% by selling
50% of its ownership interests
− In substance, the investor is selling 70% and buying 20%
− Income statement effect: 70% comprising the gain or loss from the actual
sale of 50% and a “re-measurement” gain or loss from the retained 20%
interests
− Same principle applies in the case when control is obtained
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Loss of Control
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Chapter 7
(3) Re-measurement loss is the loss in carrying amount of $1.5 million plus the foregoing of the opening
retained earnings (30/90 × 2 m) on the assumed sale of the retained investment
(4) It is necessary to reinstate the opening retained earnings because the investment is no longer a
subsidiary at the end of the year and would not appear in the consolidation worksheet
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Chapter 7
• If control was lost during the year, we need to consolidate the subsidiary up
to the date when control was lost.
• If change in ownership was 1 July 20×0 and the post acquisition profit is as
follows:
From beginning of the year till 1 July 20×0
Share of post acquisition retained earnings as at 1 Jan 20×0 $1,200,000
Share of post acquisition revaluation reserves as at 1 Jan
$350,000
20×0
Share of net profit for first half ended 30 June 20×0 $450,000 (Note 1)
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Note 2:
• It is insufficient to show a single line entry in retained earnings, and the investor
has to consolidate on a line-by-line basis, for the period when it has control.
• The net effect of the line-by-line consolidation is to increase retained earnings by
$450,000 up to the date when control is lost.
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Consolidation adjustment
Dr Loss on purchase (equity) 500,000
Dr NCI 1,500,000
Cr Investment 2,000,000
Loss on purchase
= Consideration paid for 5% – Carrying amount of 5% of NCI
= $2 million – $1.5 million
= $0.5 million
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Chapter 7
Consolidation adjustment
CJE1: Eliminate investment as of acquisition date
Dr Goodwill 9,000,000
Dr Share capital 5,000,000
Dr Retained earnings 4,000,000
Dr Intangible asset 1,250,000
Cr NCI 1,000,000
Cr Investment 18,000,000
Cr Deferred tax liability 250,000
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Consolidation adjustment
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Chapter 7
Content
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– Upstream Transfers
Y Co.
• Unrealized profit remains in indirect (Intermediate
parent)
subsidiary – adjustment required
• Unrealized profit adjustments will affect
both direct & indirect NCI
Z Co.
(Subsidiary)
Upstream Downstream
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X Co. X Co.
(Ultimate parent)
Y Co.
(Intermediate
parent) Z Co. Y Co.
Subsidiary Subsidiary
Z Co.
(Subsidiary)
102
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Chapter 7
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Content
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Disposal of Subsidiaries
Equity accounting has the effect of aligning the company’s carrying amount of
the investment with the group’s carrying amount. As such the profit on sale
under equity accounting is the same as that under consolidation.
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Chapter 7
Content
7. Overview of
Overview of Consolidated
consolidated cashflow
Cash Flowstatements
Statements
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• Features:
o Depreciation and amortization of FV adjustments are adjusted back to the
consolidated net profits
o No further adjustments for unrealized profits from intragroup transfers
o NCI’s share of profit is added back (non-cash item)
o Payments to and from NCI are disclosed under financing activities
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Conclusion
• Simultaneous consolidation is applied by a parent to account for
indirect ownership interests in a subsidiary
– Investment account is eliminated against the direct subsidiary’s
consolidated equity as at the date of acquisition
– Post-acquisition profits or losses of subsidiaries are allocated to both
direct and indirect non-controlling interests (NCI)
– Elimination of dividend income only applies to direct NCI
– Dividend income from lower-tier subsidiary recorded by intermediate
parent is removed
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