ACC2007 COMPANY ACCOUNTING

Seminar 8:
SFRS(I) 10 Consolidated Financial Statements:
Change in Shareholding Interest

1
Learning Objectives

1. Understand the implications of business combinations

achieved in stages and changes in ownership interests
in a subsidiary
2. Prepare consolidation adjustments for changes in
ownership interests in a subsidiary, with and without
change in control

2
CHANGES IN OWNERSHIP INTEREST

Significant
Financial Assets influence Control (Parent-
(Passive Investor) (Investor – subsidiary)
Associate)

0% 100 %
20 % 50 %

Shareholding percentage (%)

Stage 1 Stage 2 Stage 3

3
CHANGES IN OWNERSHIP INTEREST

Business
Combination Gain in control
achieved in stages

Changes in
ownership
Loss of control interests without
change in
control
4
BUSINESS COMBINATION ACHIEVED IN STAGES
• Achieving control through incremental purchases
• Determine fair value of goodwill at acquisition date when control is obtained
• Measurement procedures:
– Previously-held interest must be remeasured to fair value at acquisition date when
control is achieved
– Remeasurement gain or loss will be taken to income statement
• Rationale for the remeasurement is that a significant economic event has occurred,
and there is a fundamental change in relationship between investor and investee.
– If the acquirer has previously recognized gain in the equity for FVOCI securities
• SFRS(I) 3:42 requires the cumulative fair value changes that are recognized directly in
other comprehensive income will be accounted for in a manner as if the acquirer had
disposed of the previously held equity interests.
• Under SFRS(I) 9, the fair value change of an equity investment that is classified as fair
value through other comprehensive income would not be reclassified to income
statement on disposal.

5
GOODWILL IN BUSINESS COMBINATION
ACHIEVED IN STAGES
If business combination is achieved in stages, the goodwill
calculation will include a new element, the fair value of
previously held interest as follows:
Fair value of consideration Fair value of net
transferred
identifiable assets
+ of the acquiree
Goodwill = -
Fair value of non-controlling at the acquisition
interests date
+
Acquisition date fair value of the
acquirer’s previously held
equity interest in the acquiree

6
BUSINESS COMBINATION ACHIEVED IN
STAGES – Illustration 1
P acquired S in two successive purchases:

Acquisition cost Percentage

paid for acquired in Cumulative
Fair value of S as
Date incremental an entity incremental
investment investment percentage
held by P

1 Jan 20×0 $3,000,000 $15,000,000 20% 20%

31 Dec 20×0 $12,000,000 $20,000,000 60% 80%

1 Jan 20×0 31 Dec 20×0

P Co. acquired 20% of S Co. P Co. acquired another 60% of S Co.

7
BUSINESS COMBINATION ACHIEVED IN
STAGES – Illustration 1
NCI are measured at fair value and are deemed to have a proportionate interest in the
fair value of S as an entity.

1 Jan 20×0 1 Jan 20×0 31 Dec 20×0 31 Dec 20×0

Book Value Fair Value Book Value Fair Value
Intangible assets $0 $1,800,000 $0 $1,600,000
Inventory 1,000,000 1,200,000 2,000,000 2,400,000
Other net assets 9,000,000 9,000,000 12,000,000 12,000,000
Net identifiable assets $10,000,000 $12,000,000 $14,000,000 $16,000,000

Share capital $4,000,000 $4,000,000

Retained earnings 6,000,000 10,000,000
$10,000,000 $14,000,000

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. Assume tax 20%
8
BUSINESS COMBINATION ACHIEVED IN
STAGES – Illustration 1
Income statement of S Co. for the year 20×0

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

9
BUSINESS COMBINATION ACHIEVED IN
STAGES – Illustration 1
1 Jan 20×0 31 Dec 20×0

P Co. acquired 20% of S Co. P Co. acquired another 60% of S Co.

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 after tax 920,000

Profit after tax of S $5,000,000

Less: Amortization of intangible assets after-tax (240,000)
Less: Cost of sales from undervalued inventory, after-tax (160,000)
Adjusted profit after tax $4,600,000
Share of S’s profit after tax at 20% $920,000
10
BUSINESS COMBINATION ACHIEVED IN
STAGES – Illustration 1

EA2: Reclassification of dividend income received during 20×0

Dr Dividend income
200,000 200,000
Cr Investment in S

EA3: Recognition of remeasurement gain in consolidated financial statements

Dr Investment in S 280,000
Cr Gain on remeasurement (P/L) 280,000
Workings - Recognition of remeasurement gain in consolidated financial statements
Investment in S = $3,000,000 +$920,000 - $200,000 = $3,720,000 (equity a/cg)
Fair value of previously held equity (20%) = 20% * $20,000,000 = $4,000,000
Remeasurement gain (P/L) = $4,000,000 - $3,720,000 = $280,000

11
BUSINESS COMBINATION ACHIEVED IN
STAGES – Illustration 1
1 Jan 20×0 31 Dec 20×0

P Co. acquired 20% of S Co. P Co. acquired another 60% of S Co.

With the obtaining of control on 31 Dec 20×0, the investment balance has to be
eliminated and goodwill recognized on acquisition date.
CJE1: Elimination of investment and recognition of goodwill at
acquisition date : 31 Dec 20x0
Dr Share capital 4,000,000
Dr Retained earnings 10,000,000
Dr Goodwill 4,400,000 (Note 3)
Dr Intangible assets 1,600,000
Dr Inventory 400,000
Cr Deferred tax liability 400,000 (Note 1)
Cr Investment in S 16,000,000 (Note 4)
Cr NCI 4,000,000 (Note 2)
12
BUSINESS COMBINATION ACHIEVED IN
STAGES – Illustration 1
Note 1:
Deferred tax liability
= 20% × Fair value adjustments of $2,000,000 ($1,600,000 + $400,000)
= $400,000

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

13
BUSINESS COMBINATION ACHIEVED IN
STAGES – Illustration 1
Note 3:
Fair value of net identifiable assets
= $16,000,000 – Deferred tax liability of $400,000
= $15,600,000

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

Note 4:
Investment in S = $4,000,000 (equity accounting) + $12,000,000 (addition)
= $16,000,000 14
LOSS OF CONTROL

• Loss of control of a subsidiary is a significant economic event and requires

the investor to measure the retained investment at fair value

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

15
LOSS OF CONTROL

Determine the following amounts at the date when control is lost:

Steps:
• Derecognise the assets and liabilities of subsidiary. This includes
goodwill and any FV adjustments.
• Derecognise the carrying amount of any NCI.
• Recognise the FV of consideration received for the sale of ownership
interests.
• Recognise any distribution of shares.
• Remeasure any retained interests at FV

90% 30%
16
LOSS OF CONTROL

Complete disposal of all shareholdings in a subsidiary

• To determine the profit/loss on disposal

• Difference between disposal proceeds

Parent’s and cost of investment

perspectiv
e
• Difference between disposal
proceeds and group’s share of net
assets of the subsidiary disposed
Group’s off Dr. Profit / loss on sale
of subsidiary
• Group’s share of net assets = cost
perspectiv of investment + group’s share of Cr. Beginning retained
post-acquisition profit/loss up to
e date of disposal
profit

17
LOSS OF CONTROL – Illustration 2

• P Co. decreases ownership on 1 January 20×0 from 90% to 30% by

reducing investment from $18 million to $6 million.
• Proceeds = $9 m.
• Fair value of retained investment = $4.5 m.
• P Co’s share of post-acquisition profit of subsidiary = $2 m.

Impact on consolidated financial statements at 1

Jan 20×0
Investment $4.5 million
Goodwill Nil (derecognized)
Re-measurement loss ($2.2 million) ($4.5 m – ($6 m + (1/3 × $2 m)))
(rounded)
Loss on sale (rounded) ($4.3 million) ($9 m – ($12 m + 2/3 × $2 m))
Equity Nil (derecognized)

18
LOSS OF CONTROL – Illustration 2
Consolidation adjustment in the year when control is lost
Dr Loss on sale 1,300,000 (1)
Dr Re-measurement loss 2,200,000 (3)
Cr Investment 1,500,000 (2)
Cr Opening retained earnings 2,000,000 (4)

Separate FS Consolidated FS Consolidation

adjustments
Proceeds 9,000,000 9,000,000

Carrying amount (12,000,000) (12m + (60/90 * 2m)) =

($13,300,000)
Loss on sale (60%) (3,000,000) (4,300,000) 1,300,000 (1)

Retained investment (30%) 6,000,000 4,500,000 1,500,000 (2)

(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
19
LOSS OF CONTROL – Illustration 2

• In the subsequent year (20×1), the impact on retained earnings is $1.5

million.

Dr Opening retained earnings 1,500,000

Cr Investment 1,500,000

• If the subsidiary had other comprehensive income, a similar entry must

also be re-enacted to recognize P’s share of the subsidiary’s revaluation
reserves at the date when control was lost

20
 LOSS OF CONTROL – Illustration 2
(Extension)
• If control was lost during the year, we need to consolidate the subsidiary
up to the date when control was lost.

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 20×0 $350,000

Share of net profit for first half ended 30 June 20×0 $450,000 (Note 1)

• If change in ownership was 1 July 20×0 and the post-acquisition equity is

as follows:

P’s share of post-acquisition equity = $1.2m + $350K + $450K (Current year’s

PAT up to 30 Jun x0) = $2m
21
LOSS OF CONTROL – Illustration 2
(Extension)

Note 1:
Sales $2,000,000
Less: Cost of Sales $1,200,000
Gross Profit $800,000
Less: Expenses (including tax) $300,000
Net Profit after Tax $500,000
Income attributable to NCI (10%) $50,000
Profit retained $450,000

22
LOSS OF CONTROL – Illustration 2
(Extension)
Consolidation adjustment as follows:
Dr Loss on sale (PL) 1,300,000
Dr Remeasurement loss (PL) 2,200,000
Cr Investment 1,500,000
Cr Opening retained earnings 1,200,000
Cr Opening revaluation reserves 350,000
Cr Sales 1,800,000 (Note 2)
Dr Cost of sales 1,080,000 (Note 2)
Dr Expenses 270,000 (Note 2)

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 based on
original 90% shareholding before it loses control.

23
GAIN IN CONTROL – Illustration 3
• P Co. increases ownership from 30% to 80% on 1 Jan 20×10 by increasing
investment from $2 million to $17 million.
• Fair value of previously acquired (30%) investment = $6 m.
• Investment in associate (equity-accounted) as at 31 Dec 20×9 = $3.5 m.
• Fair value of identifiable net assets on 1 Jan 20×10 = $20 m.
• Share capital = $10 m; Pre-acquisition retained earnings = $6 million;
Unrecognized intangible asset = $5 m; Tax rate = 20%
• Fair value of NCI on 1 Jan 20×10 = $4 m.
• Tax rate at 20%
Impact on consolidated financial statements at 1 Jan
20×10
Investment Nil
Goodwill $5 million (($15 m + $6 m + $4 m) – $20 m)
Re-measurement gain $2.5 million ($6 m – $3.5 m)
Non-controlling interest $4 million
24
 GAIN IN CONTROL – Illustration 3
• Re-enactment of equity accounting of post-acquisition retained earnings
as at 1 Jan 20×10
Dr Investment in Associate 1,500,000
Cr Opening retained earnings 1,500,000

Investment in Associate, equity method $3,500,000

Investment in Associate, initial cost 2,000,000
Share of post acquisition retained earnings $1,500,000

Re-measure previous interests of 30%

Dr Investment in subsidiary 2,500,000
Cr Re-measurement gain (P/L) 2,500,000
Workings :Re-measure previous interests of 30%
Investment in Associate = $3,500,000
Fair value of previously held interest 30% = $6,000,000
Remeasurement gain (PL) = $ 6,000,000 - $3,500,000 = $2,500,000
25
GAIN IN CONTROL – Illustration 3

Recognize goodwill as of acquisition date

Dr Goodwill 5,000,000
Dr Share capital 10,000,000
Dr Retained earnings 6,000,000
Dr Intangible asset 5,000,000
Cr Investment ($6,000,000 + $15,000,000) 21,000,000
Cr Deferred tax liability (tax rate 20% * $5,000,000) 1,000,000
Cr Non-controlling interests 4,000,000

• Investment in subsidiary of $21 million comprises of fair value of

consideration transferred to obtain control ($15 million) and the fair value
of previously held interest ($6 million).
• Goodwill of $5 million is subsequently determined with reference to fair
values at acquisition date and is not a layering of the results of different
cost measures 26
CHANGES IN OWNERSHIP INTERESTS W/O CHANGE IN
CONTROL OR SIGNIFICANT INFLUENCE

No change in control
• Transaction between the control and non-controlling interests and a re-
balancing of their ownership interests
– Purely equity transactions
• Investor required to recognize the gain or loss on sale or purchase directly
in equity
– No goodwill or fair value adjustments are recognized in equity

27
CHANGE IN SHAREHOLDING W/O
LOSS OF CONTROL
Practical issues:
• When parent disposes part of its shareholdings
• Subsidiary issue new shares but parent is not allotted its
proportionate shares (deemed disposal)
• Difficulty in determining the amount of profit or loss on disposal of
shares in subsidiary
• To be accounted for as an equity transaction
• No gain/loss in P/L
• No change in fair value adjustment
• No change in goodwill

90% 60% 55%

28
CHANGE IN SHAREHOLDING W/O
LOSS OF CONTROL
• Under “full consolidation” principle, no change in consolidated accounts
• Parent’s land $10 million and subsidiary land $10 million still reported
as $20 million regardless of shareholding interest
• Only affect NCI and increase in cash or other assets equivalent to the
fair value of the consideration received in the share disposal.
• Difference recognised directly in equity attributable to parent
• Goodwill will change but SFRS(I) 10 requires that goodwill not change
• Consolidation adjustment to reinstate the goodwill figure
• During disposal, there should be a gain/loss on disposal, also not allowed
• Consolidation adjustment to write off gain/loss on disposal
• Change to beginning retained profit
• Group’s beginning retained profit should be equal to the group’s
ending
retained profit prior to the disposal of shares 29
NO LOSS OR GAIN IN CONTROL –
Illustration 4A – Increase shareholding
• P Co. acquired 90% of S Co. on 1 Jan 20×8 for $18 m.
• Fair value of identifiable net assets (after tax) on 1 Jan 20×8 is $10 m.
• FV of NCI on 1 Jan 20×8 is $1 m.
• P Co. increases ownership from 90% to 95% on 1 January 20×10 by
increasing investment from $18 m to $20 m.
• Fair value of identifiable net assets (after tax) on 1 Jan 20×10 is
$15 m.
• Fair value of NCI on 1 Jan 20×10 is $3 m. Balance of NCI on 31 December
20×9 is $3 m. Assume NCI is recognized at full fair value.
Impact on consolidated financial statements at
1 Jan 20×10
Investment Zero (eliminated)
Goodwill $9 million ($18 m + $1 m – $10 m)
Non-controlling interest $1.5 million (5%/10% of $3 m)
Equity (loss on purchase) $0.5 million ($2 m – $1.5m)
30
NO LOSS OR GAIN IN CONTROL –
Illustration 4A – Increase shareholding
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

The loss on purchase may be taken to capital reserve.

31
NO LOSS OR GAIN IN CONTROL –
Illustration 4B – Decrease shareholding
• P Co. acquired 90% of S Co. on 1 Jan 20×8 for $18 m.
• Fair value of identifiable net assets (after tax) on 1 Jan 20×8 is $10 m.
• FV of NCI on 1 Jan 20×8 is $1 m.
• Share Capital on 1 Jan 20X8 is $5,000,000
• Retained earnings on 1 Jan 20X8 is $4,000,000
• Intangible assets on 1 Jan 20x8 is $1,250,000
• Tax rate at 20%

• P Co. decreased ownership from 90% to 60% on 1 January 20×10 and the
proceeds were $15 m.
• P Co’s share of subsidiary’s equity on 31 Dec 20×9 was $27 m.

32
NO LOSS OR GAIN IN CONTROL –
Illustration 4B – Decrease shareholding

Impact on consolidated financial statements at 1

Jan 20×10
Investment Zero (eliminated)
Goodwill $9 million* ($18 m + $1 m – $10 m)
Income (Gain on sale) Nil
Non-controlling interest Increased by $9 million** (30%/90% × $27 m)
Equity (Gain on sale) $6 million ($15 m – $9 m)

*Total goodwill does not change after the divestment of 30% by P Co.
**Adjustment for the change in relative NCI interest

33
NO LOSS OR GAIN IN CONTROL –
Illustration 4B – Decrease shareholding

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

34
NO LOSS OR GAIN IN CONTROL –
Illustration 4B – Decrease shareholding

Consolidation adjustment

CJE2: Adjustment as at date of sale

Dr Investment (Note 1) 6,000,000
Dr Gain on sale (PL) (Note 2) 9,000,000
Cr Gain on sale (Equity ) (Note 3) 6,000,000
Cr NCI 9,000,000

Note 1: to restate investment to $18,000,000. Investment eliminated at Group

Note 2: Gain on sale (Company level) = $15,000,000 - $6,000,000 = $9,000,000 removed
Note 3 : Gain on sale (Consolidated level) = $15,000,000 – ($6,000,000 + $3,000,000) =
$6,000,000 to be recognized as equity in capital reserve.

35
Summary - Change in Ownership Interest
with a Change in Control

Loss of • Remeasure retained investment (30%)

to fair value

Control e.g. • G/L on sale (50%) and remeasurement

G/L (30%) taken to P/L

80% to
• Consolidate subsidiary’s results up to
the date of loss of control

30%
• Remeasure previously-held investment
(20%) to fair value

Gain in • Recognize remeasurement G/L (20%) in

P/L

Control e.g.
• Recognize goodwill and NCI at the date
of control and start consolidation

20% to
70% 36
Summary - Change in Ownership Interest
without Change in Control
1) Full consolidation is still adopted.
2) Treat as rebalancing ownership interest between controlling and NCI →
equity transactions

1 Any gain / loss is in

equity, not P/L
2 No change in goodwill
or FV adjustments

3 No remeasurement of
previously held or
retained interest
4 Change in NCI

CJE: Affected Accounts include NCI, Investment in Subsidiary, Gain/Loss in Equity 37