Mudule 5 Lecture 2
Mudule 5 Lecture 2
Assume that A ltd acquired the business of B ltd, which ran a store sought after location that ensured
customers enjoy shopping there. At acquisition date, the statement of financial position prepared by
B recorded the following assets and liabilities at fair value:
On top of that, a identified that B had a trademark with a fair value of $1 000 000 not recognised in
its financial statement. Also, customer satisfaction with B was extremely good due to the after sale
service that B provided, and customers were wiling to pay more for a products sold by B,
eventhough there were cheaper options available on the market
Liabilities identified: AP, Bank loan ( also keep an eye on contingent liability as well .. if you have a
contingent liability, it is saver to pay it out . not mention about contingent asset as we may not have
it… so it s better to rocognise contingent liability (bad news may happen…) rather than pay too much
attention on contingent Assets ( which we may not have receive… )
What is about non controlling interest ( if we buy a 100% non controlling is 0%, but if we buy 80%
the non controlling interest would be 20%
Measure NCI at either: Fair value or NCI’s % of identifiable net assets ( Partially goodwill method or
full goodwill method)
Goodwill is measured at acquisition date as the fair value of the consideration transferred plus the
amount of any non controlling interest, plus the fair value of any previously held equity interest in
the acquire, less the fair value of identifiable net assets acquired (IFRS 3 )
Future economic benefits other than those expected to arise from the identifiable assets acquired
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We have identifiable asset, and what ever we paid on top of identifiable asset is unidentifiable asset(
goodwill)
Calculating goodwill:
Shoes ltd obtains 90% of the shares in Socks Ltd ( and control) for $500 000
So, what is the total value of this organisation when working out goodwill ?
They are both correct (because they use 2 different methods: full goodwill method or partial
goodwill method)
= $20 000
= $500 000 +$0 + (10% of $600 000 = $60 000 ) - $600 000
So what is consideration?
Pepper Ltd is an event management organization that runs corporate events. Two years ago, Pepper
Ltd acquired a 25 % interest in Salt Ltd, which is a provider of hospitality services for corporate
events, for $28 000 (this information is not important as it was historical cost, 25% is the important
information)
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On 1 Jan this year, Pepper Ltd acquired an additional 60% of the shares in Salt Ltd for $86 000, which
effectively gave Pepper Ltd control over Salt Ltd. Pepper Ltd paid a premium in order to gain control,
as the fair value of Salt Ltd’s net identifiable assets was only $120 000
The fair value of Pepper Ltd ‘s 25% interest in Salt Ltd on 1 Jan was $32000 (this is a fair value) and
the fair value of non controlling interest was $24000
a. Calculate the goodwill or bargain purchase using the partial goodwill method
b. Calculate the goodwill or bargain purchase using the full goodwill method
a/ Partial Goodwill method (use NCI % x Identifiable net assets )( NCI = $120000 x 15%)
Element Amount
Element Amount
Example (IFRS 3 )
Finder fees
Advisory
Legal
Valuation
Professional or consulting fees
General administrative costs
Cost of maintaining an internal acquisition department
Why
Because it is extra cost it was not part of the cost of taking control so it will go to general expenses
Deferred Tax ?
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1. Assets and liabilities are measured at fair value at acquisition date
2. This will create ‘temporary difference’ where
The tax base is not changed or
Is affected to the carrying amount
1. If you have a DTA it will increase your identifiable net assets and reduce your goodwill
2. If you have a DTL it will decrease your identifiable net assets
3. You cannot recognize a DTL arising from goodwill
4. If you have a DTA you cannot always recognize it – because it may not be probable you will
have profits in the future
5. But if you are the acquirer and you had some unrecognized DTAs – these become
‘identifiable assets’ and are included in the goodwill calculation
6. If you recognize a contingent liability (which you do because of IFRS 3 ) then you will
expect to have DTA as well if it has a zero tax base it is a trap
Example: purchase of a business from another entity with deferred tax effects
On 1 jul 20x6 , High Ltd purchased the business of Low Ltd. The consideration transferred was
$2800000 in cash
Low disclosed in the notes to its financial statements a contingent liability with a fair value of
$300000. This liability was contingent as it was not probable that an outflow of resources would
occur and therefore, was not recognised as a liability prior to the acquisition. On acquisition, in
accordance with IFRS 3, High recognised a liability for this contingent liability in its statement of
financial position, even though it was not probable. In addition, as the tax base of this liability was $0
(carrying amount $300 000 less future deductible amount of $300 000). There was a deduction
temporary difference of $300 000. Therefore, a deferred tax asset of $90 000 ( $300 000 x 30%) also
had to be recognised by High in relation to this provision as part of the accounting for the business
combination.
1. Use a template similar to the top page 392 in your CPA exam
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Less : Fair value of contingent liability
goodwill
Less: fair value of identifiable net assets in the acquire ($2 450 000)
Goodwill $350
Cumin ltd purchased 80% the shares in Coriander Ltd on 1 Jan, which effectively gave Cumin Ltd
control over Coriander Ltd. On 1 Jan the following information about Coriander Ltd was available:
The applicable tax rate is 30% and the tax base of all assets and liabilities were equal to their carrying
amount prior to the acquisition
The notes to the financial statements indicated that Coriander Ltd had a separately identifiable
intangible asset of $20 000
Contingent liability: Coriander Ltd is being sued for $30 000 for allegedly making disparaging remarks
against a competitor
Contingent asset: Coriander Ltd is suing a supplier for $25 000 ( this information is not useful -
irrelevance )for non performance of the supplier’s contractual obligation
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Inventory – Cost $ 15 000 $15 000
Liabilities
Loan $ 15 000 $15 000
Inventory value did not change -- > do nothing
Calculate the DTA and DTLs that will arise from the business combination on 1 Jan
Calculate the net identifiable assets of Coriander Ltd that will be used in the calculation of goodwill
or bargain purchase
Element Amount
Plant $ 91 000
Vehicle $ 25 000
Inventory $15 000
Intangible Asset $ 20 000
Deferred tax asset arising from recognition of $ 9 000
liability
Loan ( $15 000 )
Contingent Liability ($ 30 000 )
Deferred tax liability arising from FV ( $ 1 800 )
adjustment of plant
Deferred tax liability arising from FV ($ 1 500 )
Adjustment of vehicle
Deferred tax liability arising from recognition ( $ 6 000)
on intangible asset
$ 105 700
Tasks question – Pluto Ltd
On 1 jan 20x5, Pluto Ltd acquired 100 % of the shares capital of Saturn Ltd for $ 120 000 . Extracts of
the financial statements for both companies prior to the acquisition was as follows:
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On 1 jan 20x5, the fair value of the current assets and non current assets were $36 000 and $115
000 respectively. Current assets were adjusted to its fair value in Saturn’s records but non current
assets were revalued in the consolidated worksheet. The application tax rate is 30%
Pluto Saturn
Issued Capital $ 85 000 $ 10 000
Retained Earnings $ 150 000 $ 85 000
Liabilities $ 4 000 $ 26 000
$ 289 000 $ 121 000
Current assets $ 149 000 $ 26 000
Non – current assets $ 140 000 $ 95 000
$ 289 000 $ 121 000
Goodwill = Consideration + FV of previous interest + NCI – FV of net Assets
= $ 4 000
Cr DTL $ 6000
Pluto Ltd
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Liabilities 54 000 26 000 80 000
Reval surplus 7 000 need to (7 000) 0
eliminate
DTL 3000 6 000 9000
Business com (14000 ) 14 000 need 0
reverse to eliminate
so do Dr
289 000 131 000 ( not 324 000
121 000)
Equity increase by $10 000 as well as the Asset ( from $ 26 000 to $ 36 000 )
Consolidated: both entity comes under 1 so all of the following need to eliminate
Dr Goodwill $ 4000
Sale of inventory
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Parent sold it to Subsidiary for $ 20 000. Parent makes $ 5000 unrealised profit
At the end of period 1 you have to eliminate the $5000 unrealised profit
In period 2 Subsidiary sells the inventory for $ 22 000. It makes $ 7000 profit (it cost $22000 and
sold for $22000 )
This is a combination of $2000 profit for itself.. and $5000 profit from parent – Sud sale
Depreciable Assets
Parents sells this to Subsidiary for $130 000 (unrealised profit of $30 000)
Parent Dep Year 1 Dep Year 2 Dep Year 3 Dep Year 4 Dep Yea
r5
Moto $10000 - $80000 - $6000 - $4000 - $2000 - 0
r 0 2000 2000 0 2000 0 2000 0 2000
vehicl 0 0 0 0 0
e
Moto $13000 - $10400 - $7800 - $5200 - $2600 - 0
r 0 2600 0 2600 0 2600 0 2600 0 2600
vehicl 0 0 0 0 0
e (sub
Profit $30000 - $24000 - $1800 - $1200 - $6000 - 0
on 6000 6000 0 6000 0 6000 6000
sale
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Management Services
It total profit for parent is $100 000 and Subsidiary is $80 000 then total profit is $180 000
If the group had not made a profit, then the tax paid would be a prepayment of tax which is a DTA
This will be eliminated in future when the group pays less tax in furture
Parent
Sale (of inventory to sub ) $80 000
COGS ($60 000)
Profit $20 000
Income tax expenses ($6000)
Net profit $14000
Inventory sold for a profit of $20 000. Tax of $6000 is paid
Case study:
On 1 jul 20x3, a parent entity sold inventory to a subsidiary for $40000. The cost of the inventory to
the parent was $30000. Assume tax rate of 30%. The inventory was still on hand at the end of the
financial year 30 Jun 20x3
Parent journal
Cr Sales $40000
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Cr inventory $30 000
Subsidiary Journal
Statement of
financial
position
Inventory 40 000 10 000
Deferred tax 3000
asset
Assumption”
1 . All of the inventory held by the subsidiary as at 30 Jun 20x3 was sold to parties external to the
group in jul 20x3 for $50 000
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000) so Dr
Sales $40000
COGS ($30 000) ($40 000) (70000) Total COGS is ($30 000)
Real cost $30000 (not
$70000) so cr
COGS $40000
Profit $10 000 $10 000 $20 000 All profit is $20 000
realized
2 . Half of the inventory held by subsidiary as at 30 jun 20x3 was sold to parties external to the group
by 30 jun 20x4 for $25 000
INTRAGROUP TRANSACTION
There are 5 types of intra group transaction you need to know for consolidation purposes
Question 5.13: ex, Revaluation of plant increase fair value by $20,000, hence this brings carrying
amount of plant from $60,000 to $80,000
Can you explain why there is a decrease accumulated depreaciation by $40,000 (from $40,000 to nil?
If revaluation plant increase by $20,000, shouldnot the accumulated depreaciation only reserved by
$20,000 (to a capped $80,000 new carrying value )?
As the asset is now revalued to fair value any prior carrying amount or accumulated depreciation is
irrelevant and needs to be eliminated. The new carrying amount is the fair value so it should have
no accumulated depreciation attached
If a depreciation non current asset purchased from an external entity for $100,000 is sold
immediately intra group for $130,000, the intra group profit of $30,000 is considered unrealised
from the group ‘s perspective. However, assuming that the useful life of the asset is 5 years, with
economic benefits from the asset to be consumed evenly, at the end of one full year after the intra
group sale, one fifth of the asset’s economic benefits have been consumed.
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As such, profit of $6000 ($30,000 / 5 years ) each year can be considered realized and recognised in
the group’s account. Note that the group does not recognize this as directly affecting profit, rather,
the depreciation expense recognised by the intra group buyer of $26,000 ($130,000 / 5years), being
overstated from the point of view of the group (which will only recognize $20,000, based on the
original cost of $100,000 / 5years), will be adjusted on consolidation, resulting in a decrease in
depreciation expense by $6,000 that will indirectly affect the profit, increasing it by $6,000 ( $26,000
- $20,000 ) each year.
On 1 Jan 20x4, Builly Ltd (parent company) sold a delivery machine to Timid Ltd (Sub) for $60,000.
The machine had a carrying amount of $50,000. Bully Ltd depreciates fixed assets at a rate 20 %
annum while Timid depreciates its fixed asset at a rate of 10% p. a. Both have a 31 Dec financial year
end
1. At what rate will the machine be depreciated in 20x4? Justify your answer
The rule is that the asset must be depreciated in a manner that reflects the way it would be used up
It is irrelevant that the Parent company has a different depreciation rate or that the parent was
depreciating the asset as a rate of 20%. The subsidiary company is now in control of the asset and
the depreciation rate that it use will apply
2. What is the unrealised profit or loss on 1 jan 20x4 (ignore tax effects )
3. What is the unrealised profit or loss on 31 Dec 20x4 (ignore tax effect )
On 31 dec 20x4, one year of depreciation would be recognised. Hence, this would be realized
From 1 jan 20x4 – 31 dec 20x4 (full 1 year), so the unrealised profit dropped by $1,000 so.. by the
time the unrealized profit will disappeared when the asset is fully depreciated
The depreciation for the group is $1,000 less than for the individuals
4. What will be the carrying amount of the machine in book of Timid Ltd on 31 dec 20x4 ?
Cost $60,000
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Less: depreciation in 20x4 ($60,000 * 10%)
5. What will be the carrying amount of the machine for the group on 31 dec 20x4
6. What will the net effect on profit on 31 dec 20x4 when this intragroup is eliminated ?
(include tax effect )
On 1 jan 20x4, Lion Ltd (parent company ) sold a delivery truck to Zebra Ltd ( Sussidiary company )
for $40,000. The truck had a carrying amount of $30,000. Lion Ltd depreciates fixed asset at a rate
20% per annum while Zebra Ltd depreciates its fixed asset as at rate of 10 % per annum. Both have a
31 Dec financial year end
Cr Depreciation $1,000
Dr Deferred tax asset $2,700 (unrealised profit of $10,000 - $1000 Dep = $9000
The end of 2nd years, the consolidated workwheet is new every year
Retained earning = $10,000profit - $1,000 extra dep -$2,700 income tax expense
= 6300
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Depreciation for this year need to include the 2 year eliminate
Cr vehicle $10,000
Cr Depreciation $1000
The financial period for the City Group is from 1 jul to 30 jun
Only 1 jul 20x6, town ltd (sub) sold a plant with carrying amount of $350,000 to City (parent
company) for $600,000. On the date of sale, the plant had a remaining useful life of 7 years.
However, City Ltd intends to depreciate the plant over useful file 10 years
Cr plant $250,000
Cr Depreciation $25,000
Retained earning = Profit before tax last year – Depreciation- deferred tax asset
= $157,500
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Cr Plant $25,000
Cr Depreciation $25,000
Dr Deferred tax asset $60,000 ( profit before tax last year 250,000 – 2 years depreciation
$50,000)*30%
On 1 oct 20x8, Angel ltd (parent company) sold inventory costing $6,000 to Demon Ltd ( Sub) for
$8,000. Both companies have a 31 dec year end.
1. Assuming all the inventory was on hand on 31 Dec 20x8, what are the consolidation
eliminated journals?
Adjustment Consolidated
Account Parent Sub Dr Cr
Sales 8000 8000 0
Less: COGS (6000) 6000 0
Gross profit 2000
Statement of
Finanical
position
Inventory 8000 2000 6000
Deferred tax 600 600
asset
Consolidation journal entry:
Dr Sales $8000
CR Inventory $2000
2. Assuming half the inventory was on hand on 31 dec 20x8, what are the consolidation
elimination journal ?
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Dr Sales $8000
Cr inventory $1000 (2000 * 50% which was sold and thus realized )
Or
Dr Sale $8000
Cr Inventory $1000
3. Following from 2, what are the elimination journals on 31 dec 20x9, if the remaining
inventory was sold in the 20x9 finanial year ?
Dr Retained earning $700 (carry forward effects of 20x8 profit: 8000dr – 7000cr-300cr
On 1 Aug 20x7, Son ltd (Sub) sold inventory costing $15,000 to Father Ltd (parent) for $20,000. Both
companies have a 31 dec year end.
1. Assuming all the inventory was on hand on 31 dec 20x7, what are the consolidation
elimination journal?
Dr Sale $20,000
Cr COGS $15,000
All the profit on intra group sale of inventory would be unrealised so need to be eliminated from the
cost of the inventory
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2. Assuming 25 % of inventory was on hand on 31 dec 20x7, what are the consolidation
elimination journal ?
Dr Sale $20,000 (the first 2 steps was no change, eliminate original sale and COGS)
Cr COGS $15000
Cr COGS 3750 (Realising profit from intra group sale of inventory 5000 * 75%
Unrealised profit that is included in the cost of the inventory is $5000. If 75% is sold, it means that
the cost of inventory still includes 25% of the $5000 unrealised profit and thus this needs to be
eliminated $5000 * 25%
The journal for COGS can be combined to reflect the net effect:
Dr Sales $20,000
Cr Inventory $1250
3. Following from 2, what would be the elimination journals on 31 dec 20x8 if the remaining
inventory was sold in the 20x8 financial year?
Dr Retained earning $875 (carry forward effects of 20x8 profit: 20000dr – 18750cr-375
cr
Cr COGS $1250 (realizing profit from intra group sale of inventory $5000*25%
On 20 dec 20x1, Low ltd (Sub) declared and paid dividends of $15,000. 90% of the dividends paid
was made to High ltd (parent) while the remaining 10% was made to individual non controlling
shareholders
What is the journal entry to eliminate the intra group dividend ? (ignore the effects of tax)
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Note: the other 10% of dividends were paid to non-controlling interest shareholders and thus are
not require be eliminated
Sad ltd is wholly owned subsidiary of Happy Ltd and both companies have a 31 Dec year end. On 20
Dec 20x1, Sad Ltd declared devidends of $30,000. On 16 jan, Sad Ltd paid the dividend. Happy Ltd
recognised the dividend declared on the accrual basic.
What are the journals to eliminate the intra group dividend ? (ignore the effect of tax).
For year end 30 jun 20x1, Dolphin sold inventory to Shark for $20,000 . The inventory cost was
$5,000
Dr Sales $20,000
Cr COGS $5000
CR Inventory $15,000
CR COGS $5000
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Cr Tax expenses $1350
Or
Dr Sale $20,000
Cr COGS $15,500
Cr Inventory $4500
DR Deferred tax asset $1350 (profit of $15,000 but only 70% realised
3. 70% of inventory was sold by 30 jun 20x1. During year ended 30 jun 20x2 all inventory was
sold to external parties
Do the same step like previous question for the year end 20x1
Dr Sale $20,000
Cr COGS $5000
Cr COGS $10,500
Cr Inventory $4500
Dr DTA 1350
Cr COGS $4500
Snakes Ltd acquired 80 % of the shares in Ladder Ltd on 1 jan 20x1. This gave it control over Ladder
Ltd
On 1 jan 20x2, Ladder Ltd sold an truck with a carrying amount of $30,000 to Snake Ltd for $50,000
According to Ladders Ltd, the truck had a remaining useful life of 8 years but Snakes is going to
depreciate the truck over a useful life of 10 years
Cr Truck $20,000
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Next reduce truck carrying amount back to $30,000
Dr DTA $5,400
Tax is paid on unrealised profit on sale of $20,000 adjusted for the $2000 over depreciation
Cr Truck $20,000
Dr DTA $5400
The $2000 Depreciation expense is the same calculation as 20x2, and accum dep goes from $200 to
$4000 (2 years)
Cr Truck $20,000
Dr DTA 4800
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Intra group transaction that do not affect profits
Loan from A to B
Loan from P to S
The term of the loan indicated that no interest would be charged provided that entity B repays half
the loaned by 31 dec 20x3. This condition was satisfied since entity B repaid $20,000 of the loan to
entity A on 21 Dec 20x3
What are the consolidation elimination journals in respect of the intra group loan ?
There are no journal entries relating to the payment and repayment of the loan
When entity A paid the loan to entity B, there would be a debit and credit to bank with the same
group and for the same amount and thus, no journals are required as the net effect would be zero
Alpha Ltd (parent) agreed to perform all the human resources functions for Omega Ltd (Sub) in
return for a management fee of $25,000 . on 31 Dec 20x3, (year end date) , Omega Ltd was still
owning $6,000 of the agreed fee
2. What are the tax effect relating to the elimination of this intra group transaction ?
There are no tax effects for the elimination journal entry relating to this transaction
When consolidating the management fee income of $25,000 and management fee eapense of
$25,000 is eliminated. Thus the net effect on profits is zero. Accordingly, there are no tax effects
Loan from P to S
P Ltd (parent) provided a loan of $100,000 to S Ltd (Sub) on 1 jan 20x3. The interest on the loan is
10% per annum . on 30 jun 20x3 (year end date) the interest on the loan was not yet paid.
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Interest for the period 1 jan 20x3 to 30 jun 20x3 is $5000 ( $100,000 *10%) * 6 months / 12months
The question also indicates that the interest was not yet paid so we need to eliminate the receivable
and payable relating to the interest as well as the original loan amount
Treatment of dividends
Measurement of NCI
Elimination Adjustments
Accounts Holding Subsidiary Dr CR Consolidated
Issued Capital 230,000 12,000 12,000 230,000
Parent holds 70% (take the amount in equity accounts * 70%, the other 30% belong to someone else
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Treatment of dividends
EX: Sussidiary processed the following entry for the dividend declared
Parent processed the following entry in relation to the dividends declared by Subsidiary (70%)
Consolidation Eliminate entries (in consolidated worksheet you have to eliminate the income
dividends as you can not earn income by paying yourself) only 70%, the other 30% belong to
someone else
Dividends Payable balance & Final Dividends (retained earnings) reduction are both $10000-$7000=
3000
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Determining an NCI focuses on its share of the equity of the group, not its share of the
equity recorded in the financial statements of the subsidiary
The equity of the group is affected by the elimination of intra group profits or loss. As such,
the calculation of an NCI must also be adjusted for unrealised profit or losses
Remember:
1. Only intra group transaction that affect the Subsidiary’s equity require adjustment. So, the
original transaction must have been “From the Subsidiary”
If the plant is sold from S to P, this is unrealised and should be eliminated
If the sale is form P to S there is no effect on equity of S, so no adjustment
2. Only some tranations cause unrealised profit (losses)
NCI Calculation
Step 2: Adjust for un/realized p&L for transactions From Subsidiary To Parent
Remember tax
On 1 Jul 20x3 Little sold equipment to Big for $40,000. At the time of sale the carrying amount of the
equipment in the books of Little was $30,000. Both entities depreciate the equipment at 10% on
cost.
During the year ended 30 jun 20x5, big sold Little land at a profit of $5,000. The profit was taxable.
Step 2: Adjust for un/realized p&L for transactions From Subsidiary To Parent
Land sold was irrelevant information, only unrealized profit form Sub to Parent
The question is about profit for this year, not 20x3 year (Equipment was sold on 1 jul 20x3)
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In 20x4, $1,000 of this is realized (based on 10% depreciation )
$20,700
What is the NCI portion of profits on 30 Jun 20x1 if Dolphin’s profits before tax was $150,000 ?
$101,850
Dr Sales $20,000
Cr COGS $5000
Cr Inventory $4500
CR COGS $10,500
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Step 2: adjust COGS
($20,000 * 30% = $6,000 is the inventory on hand based on the book, it is overstated, the actual
inventory on hand is $5000 * 30% = $1500, so we need to adjust it, reduce inventory CR inventory
$4,500)
The assets & Liabilities of entity B are recorded at fair value (and tax base is equal to their fair value)
Non controlling interest in the group is $40,000 (measured at fair value of the share of net assets of
Entity B)
Required:
A.
We paid $250,000
We know that the fair value of 20% on Entity B is $40,000 (the NCI share)
So we can work out that 100% of the fair value is $200,000 ( $40,000 / 20%)
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We purchased 80% of Entity B. Our portion of the fair value is $160,000 ( 80%*200,000)
Formula:
Goodwill $90,000
B.
Allocation of consolidated equity between the non controlling interest and Parent equity interest
Consolidated Parent
Account Entity A Entity B Dr Cr Financial NCI Equity
statement Interest
Issued $480,000 $150,000 $120,000 $510,000 30,000 $480,000
Capital (80%)
Retained $220,000 $50,000 $40,000 $230,000 10,000 220,000
earnings (80%)
$700,000 $200,000 $160,000 $740,000 40,000 $700,000
Other net $450,000 $200,000 $650,000
assets
Investment $250,000 $250,000 0
in Entity B
Goodwill $90,000 $90,000
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