Acquisition of a subsidiary There are two acquisition scenarios that need to be considered in more detail: mid-year acquisitions step acquisitions. Mid-year acquisitions A parent entity consolidates a subsidiary from the date that it achieves control. If this happens partway through the reporting period then it will be necessary to pro-rate the results of the subsidiary so that only the post-acquisition incomes and expenses are consolidated into the group statement of profit or loss. Illustration 1 – Tudor – mid-year acquisition of a subsidiary On 1 July 20X4 Tudor purchased 1,600,000 of the 2,000,000 $1 equity shares of Windsor for $10,280,000. On the same date it also acquired 1,000,000 of Windsor’s $1 10% loan notes. At the date of acquisition the retained earnings of Windsor were $6,150,000. The statements of profit or loss for each entity for the year ended 31 March 20X5 were as follows. Tudor Windsor $000 $000 Revenue 60,000 24,000 Cost of sales (42,000) (20,000) ––––––– ––––––– Gross profit 18,000 4,000 Distribution costs (2,500) (50) Administrative expenses (3,500) (150) ––––––– ––––––– Profit from operations 12,000 3,800 Investment income 75 – Finance costs – (200) ––––––– ––––––– Profit before tax 12,075 3,600 Tax (3,000) (600) ––––––– ––––––– Profit for the year 9,075 3,000 Retained earnings bfd ––––––– ––––––– 16,525 5,400 There were no items of other comprehensive income in the year. The following information is relevant: The fair values of Windsor’s net assets at the date of acquisition were equal to their carrying values with the exception of plant and equipment, which had a carrying value of $2,000,000 but a fair value of $5,200,000. The remaining useful life of this plant and equipment was four years at the date of acquisition. Depreciation is charged to cost of sales and is time apportioned on a monthly basis. During the post-acquisition period Tudor sold goods to Windsor for $12 million. The goods had originally cost $9 million. During the remaining months of the year Windsor sold $10 million (at cost to Windsor) of these goods to third parties for $13 million. Incomes and expenses accrued evenly throughout the year. Tudor has a policy of valuing non-controlling interests using the full goodwill method. The fair value of non-controlling interest at the date of acquisition was $2,520,000. The recoverable amount of the net assets of Windsor at the reporting date was $14,150,000. Any goodwill impairment should be charged to administrative expenses. Required: Prepare a consolidated statement of profit or loss for Tudor group for the year ended 31 March 20X5. Solution Tudor group statement of profit or loss for the year ended 31 March 20X5 $000 Revenue ($60,000 + (9/12 × $24,000) – $12,000) 66,000 Cost of sales (46,100) ($42,000 + (9/12 × $20,000) – $12,000 + $600 (W6) + $500 (W5)) –––––– Gross profit 19.900 Distribution costs ($2,500 + (9/12 × $50)) (2,538) Administrative expenses (3,912) ($3,500 + (9/12 × $150) + $300 (W3)) –––––– Profit from operations 13,450 Investment income ($75 – $75) – Finance costs ((9/12 × $200) – $75) (75) –––––– Profit before tax 13,375 Tax ($3,000 + (9/12 × $600)) (3,450) –––––– Profit after tax for the year 9,925 Profit attributable to: –––––– Owners of the parent (bal. fig) 9,655 Non-controlling interest (W7) 270 –––––– 9,925 –––––– There were no items of other comprehensive income in the year. (W1) Group structure – Tudor owns 80% of Windsor – the acquisition took place three months into the year – nine months is post-acquisition (W2) Goodwill impairment $000 Net assets of the subsidiary (W3) 13,000 Goodwill (W4) 1,450 –––––– 14,450 Recoverable amount (14,150) –––––– Impairment 300 –––––– The impairment will be allocated against goodwill and charged to the statement of profit or loss. Goodwill has been calculated using the fair value method so the impairment needs to be factored in when calculating the profit attributable to the NCI (W7). (W3) Net assets Acq’n Rep. date date $000 $000 Equity capital 2,000 2,000 Retained earnings 6,150 8,400 (Rep date = $5,400 bfd + $3,000) 3,200 Fair value adjustment – PPE ($5.2m – 3,200 $2.0m) Depreciation on FVA (W6) – (600) –––––– –––––– 11,350 13,000 –––––– –––––– (W4) Goodwill $000 Consideration 10,280 FV of NCI at acquisition 2,520 ––––––– 12,800 FV of net assets at acquisition (W3) (11,350) ––––––– Goodwill pre-impairment review (W2) 1,450 ––––––– (W5) PURP $2 million ($12m – $10m) of the $12 million intra-group sale remains in inventory. The profit that remains in inventory is $500,000 (($12m – $9m) × 2/12). (W6) Excess depreciation Per W3, there has been a fair value uplift in respect of PPE of $3,200,000. This uplift will be depreciated over the four year remaining life. The depreciation charge in respect of this uplift in the current year statement of profit or loss is $600,000 (($3,200,000/4 years) × 9/12). (W7) Profit attributable to the NCI $000 $000 Profit of Windsor (9/12 × $3,000) 2,250 Excess depreciation (W6) (600) Goodwill impairment (W2) (300) ––––– × 20% 1,350 ––––– Profit attributable to the NCI 270 ––––– Step acquisitions A step acquisition occurs when