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  • 7/31/2019 Demystifying Financial Consolidation Part I

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    Demystifying Financial Consolidation Part I

    Posted byArchit Agrawalinarchit.agrawal3on 24-Aug-2011 10:58:44

    In this blog series, we will be covering concepts related to financial statements

    consolidation. As the topic is bit complex for people from non-finance background, I willstart from the basics covering each and every term, what it means, and relevant context

    and so on. In this series I wont be covering how these things are implemented in BOFC or

    BPC but the functional knowledge required to implement it.

    Before moving on to this topic we need to understand why we are required to consolidate

    financial statements.

    We observe lot of merger/acquisitions happening around us every day, recently we have

    seen Google acquiring Motorola mobility for $ 12.5 Billion, Microsoft acquiring Skype for $

    8.5 Billion and the list is endless.

    These acquisitions were friendly acquisitions, means the management of Target Company

    wanted to sell the company to the acquirer, whereas in a hostile takeover Target Company

    management does not want to sell the company to the acquirer.

    Hostile takeover are portrayed in negative shade, than friendly acquisitions but both create

    and destroy value to the shareholders in long term depending on the post acquisition

    scenarios/synergy and on lot of other factors.

    Management of Target Company takes lot of steps to prevent acquisition in hostile

    takeover. If the company is owned more than 51 percent by one individual or group of

    people then hostile takeover cant happen. Even if the acquirer company acquires 49

    percent stake in the company it wont be able to govern it or control it as rest of the 51percent stake is with other party. We can take the case of Wipro, in it approx. 70 percent

    equity stake of the company is owned by Azim Premji and members of his family, therefore

    acquirer cant acquire more than 30 percent in Wipro so hostile takeover cant happen.

    Hostile takeover happens when the management of the target is not willing to sell the

    company, or if there is difference in the valuation of Target Company between target &

    Acquirer Company and lastly sometimes because of vested interests of management in the

    company.

    To prevent hostile takeover, the management of Target Company can takes lot of steps:

    Poison Pill: In it, the management of target company gives right to the existingshareholders to get more shares of the company at price far below than fair value. Current

    shareholders will get this option only when other company acquirers a certain percentage

    stake in the company. This way target company increases the cost of acquisition for the

    acquirer company and is beneficial for the shareholders. These again can be divided

    further, but we wont be going deep in it. In 2004, News Corporation used this method to

    ward off acquisition from US cable group Liberty Media. It allowed its shareholders to

    increase stakes in the company at half the price if some acquirer buys more than 15

    http://scn.sap.com/people/archit.agrawal3/blog/2011/08/24/demystifying-financial-consolidation-part-ihttp://scn.sap.com/people/archit.agrawal3/blog/2011/08/24/demystifying-financial-consolidation-part-ihttp://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3/blog/2011/08/24/demystifying-financial-consolidation-part-i
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    percent of the company i.e. company offered to its existing shareholders to buy new shares

    at half the price.

    White Knight: Management of the target company which is currently looked for hostile

    takeover looks for some other company whom they can sell their company at friendlier

    terms. Sometimes, management of the target company puts his own interest first, as in a

    hostile takeover most of the management is removed while in friendly acquisition it

    depends on the negotiation and sometimes current management is allowed to continue.

    Around three months back Teva acquired Cephalon by outbidding hostile acquirer Valeant.

    Teva offered 12 % percent premium to Valeants offer.

    Staggered Board of Directors: Instead of electing all the directors every year, in staggered

    boards only a fraction of the members of board of directors are selected every year. In this

    case, even though the acquirer company acquires majority stake in the target company, it

    takes 1-2 year to get actual representation in Board of members depending on the fraction

    of the members of boards of directors selected every year.

    Selling the crown jewels: management of the target company sells vital assets to make thetarget less attractive

    Greenmail or greenmailing is the practice of purchasing enough shares in a firm to

    threaten a takeover and thereby forcing the target firm to buy those shares back at a

    premium in order to suspend the takeover.

    There are lots of other tactics to discourage acquisitions by Target Company in case of

    hostile takeover; we cant cover all of them in detail. These tactics are normally used in

    combinations instead of only one technique. We have seen normally staggered board of

    directors being applied along with Poison pill provisions.

    From the view point of Acquirer, it looks at the earning potential of the company, if itmakes economic sense for it to acquire target company (Financial Analysis & Modeling), if it

    is in line with its strategic vision, if it will be able to realize synergy between both the

    companies, if it will be able to gain tax benefits out of it and so on.

    Whenever one company acquires another company, we need to write it in our books of

    accounts the money we paid to acquire the company, the assets we acquired and the

    liabilities we inherited. There are various methods of consolidating financial statements

    depending on the equity one holds in the target company. The basic rule is if acquirer

    holds between 0-20 percent, the stake will be valued at fair value, in case of 20-50

    percent stake we opt for equity method and in case of 50-100 percent stake we go for

    acquisition method (purchase method in IFRS3 2004).

    According to new IFRS guidelines, if the company owns more than 50 percent stake in the

    target company it will be called as subsidiary and if the percentage stake lies in between 20

    to 50 i.e. significant influencer it will be an associate. These guidelines also covers lot of

    scenarios like if the acquirer company owns more than 50 percent stake in the company

    but is not able to govern the company because of some reasons than we can opt for equity

    method and vice-versa i.e. if the acquirer owns between 20-50 percent but it is able to

    govern the policies of the target company then it can opt for purchase method.

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    In the next blog, we will look at the various terms used in consolidating financial

    statements, their utility and how they are calculated like fair value, goodwill, ownership,

    control etc. Once we are clear with the basics, we will further look in detail acquisition

    method (purchase method), equity method and proportional method of consolidating

    financial statements

    Prior to 2001, we used to have one more method of consolidating financial statements i.e.

    pooling method, but the same was discontinued by regulatory bodies. We will also cover

    some of the differences between both the methods (Purchase and Pooling), though it is not

    required to understand it but knowing it will help us to appreciate the purchase method.

    Demystifying Financial Consolidation Part II

    Posted byArchit Agrawalinarchit.agrawal3on 01-Sep-2011 08:14:54

    In this blog, we will cover book value, fair value of Assets and Liabilities and subsequently

    we will go through goodwill creation scenarios where it gets created and some scenarios

    where it doesnt.

    Book Value of Assets & Liabilities: These are the figures we have written in our book of

    accounts when we have acquired the assets or liabilities of Target Company, but over the

    period of time the values of assets keep changing. Assets depreciate with usage; Note: Land

    (asset) does not depreciate. So book value of the assets represents the value at which the

    assets/liabilities were bought by the company, it doesnt reflect the current value of

    assets/liabilities.

    Example to calculate Book Value of Assets/Liabilities

    Balance Sheet of a company:

    Assets Liabilities + Owners Equity

    100 20 + 80

    If we want to calculate the book value of the company, it will be Assets Liabilities i.e. 100-

    20 = 80, we wont be considering the owners equity because we will be acquiring Assets

    and liabilities of the target company and paying the owners for the shares they own.

    Fair Value of Assets and Liabilities: When the acquirer is planning to acquire any company

    it looks at the fair value of the company and not at the book value. We know that book of

    accounts doesnt show the exact value of assets and liabilities on that day instead these are

    at book value only.

    http://scn.sap.com/people/archit.agrawal3/blog/2011/09/01/demystifying-financial-consolidation-part-iihttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/01/demystifying-financial-consolidation-part-iihttp://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3/blog/2011/09/01/demystifying-financial-consolidation-part-ii
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    Just to give you an example, let us say Target Company bought land worth 1 million in 2000

    and now the same land costs around 4 million in the market. So when we acquire the

    company we need to take into consideration 4 million instead of 1 million.

    Fair Value: The price at which the goods/assets can be exchanged in the market right now

    with unbiased view. Because book values are the historical value of the assets we bought, it

    doesnt reflect the value at which assets/liabilities can be exchanged in the market right

    now or the real value of the target company.

    Goodwill: It is the excess amount the acquirer company is paying to target company over

    and above the fair value of Target Company. Now a logical question arises, why would

    Acquirer Company be willing to pay more than the fair value to acquire the Target

    Company.

    - Acquirer company feels that it is not 1 + 1 = 2 acquisition, it will be 1 + 1 > 2

    acquisition, means after the acquisition it will be able to realize synergy in the operations

    thereby resulting in cost savings.

    - Acquirer company is not present in particular vertical in which target company is

    strong, so buying target company would give acquirer company a jumpstart in that vertical,

    so acquirer company may be willing to pay more than the fair value of target company.

    - If the acquirer company is buying stake in the target company it needs to offer some

    premium to fair value otherwise there wont be any incentive for the existing shareholders

    to sell their stake.

    - There may be bidding war between two or more acquirer companies to acquire Target

    Company. In case of bidding wars normally the final acquirer ends up paying much more

    than the fair value of assets of Target Company.

    Please note goodwill is always over and above the fair value and not book value.

    Prior to 2001, we used to amortize goodwill for 40 years, but after 2001 it was decided that

    the period is too long, now we assess goodwill every year for impairment. If goodwill has

    gone down, it will go in goodwill impairment account and will be counted as expense item.

    Note: Goodwill can only have impairment (go down), it will not increase i.e. cannot be

    created until and unless some acquisition happens. In the later parts, I would discuss how

    we assess goodwill impairment.

    Scenario 1 Goodwill:

    Company P acquires 100 percent stake in company S for 500 million, the book value of the

    company S is 250 million while fair value of the company is 350 million. So in this case the

    goodwill is 150 million (money paid, 500 fair value, 350).

    Scenario 2 Goodwill:

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    Company P acquires 80 percent stake in the company S for 400 million, the book value of

    the company S is 250 million while fair value of the company is 350 million.

    Goodwill = Money paid to acquire stake fair value of the stake

    Fair value of the company S = 350 million.

    Fair value of the 80 percent stake in the company = 350 * .8 = 280 million

    Money paid to acquire 80 percent stake in the company = 400 million

    Goodwill = 400 280 million = 120 million.

    Scenario 3 Goodwill:

    Company P acquires 80 percent stake in the company for 200 million, the book value of the

    company is 150 million while fair value of the company is 250 million.

    Fair value of the company = 250 million

    Fair value of the 80 percent stake in the company = 250 * .8 = 200 million

    Money paid to acquire 80 percent stake in the company = 200 million

    Goodwill in this case would be zero i.e. there wont be any goodwill as we are buying the

    company at fair value.

    Scenario 4 Goodwill:

    Company P acquires 80 percent stake in the company for 175 million, the book value of the

    company is 150 million while fair value of the company is 250 million.

    Fair value of the company = 250 million.

    Fair value of the 80 percent stake in the company = 250 * .8 = 200 million

    Money paid to acquire 80 percent stake in the company = 175 million.

    In the above particular scenario, we are paying less than the fair value to acquire the target

    company so there wont be any goodwill creation in this transaction. These kinds of

    transactions are called bargain purchase where the acquirer is paying less than the fair

    value to acquire the target. We will discuss later what happens in bargain purchase but for

    the time being we can note that no goodwill gets created in bargain purchase.

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    Demystifying Financial Consolidation Part III

    Posted byArchit Agrawalinarchit.agrawal3on 12-Sep-2011 11:28:22

    In this blog, we will cover various scenarios in which we calculate Non Controlling Interest.

    Non Controlling Interest (Minority Interest) is calculated when acquirer doesnt acquire 100

    percent stake in the company but more than 50 percent stake. This concept will be relevantin BPC or BoFC implementations.

    Non Controlling Interest

    Non Controlling Interest (Minority Interest) is calculated when acquirer doesnt acquire 100

    percent stake in the company but more than 50 percent stake. As we have majority stake in

    the company we are/can financially and operationally governing the company. So in

    acquisition method, we add all the assets and liabilities of the subsidiary directly and then

    to account for the assets/liabilities we dont own we keep Non Controlling Interest entry in

    Balance sheet. Read the below example and the concept will be clear.

    Scenario 1 Non Controlling Interest:

    Company P acquires 100 percent stake in company S

    Assumption: Book values represent fair value of the companys assets and liabilities.

    Company P Balance Sheet

    Asset Liabilities + Owners Equity

    100 60 + 40

    Company S Balance Sheet

    Asset Liabilities + Owners Equity

    40 30 + 10

    Now since we are acquiring 100 percent stake in the company, add assets and liabilities of

    the company directly.

    Consolidated Balance Sheet

    http://scn.sap.com/people/archit.agrawal3/blog/2011/09/12/demystifying-financial-consolidation-part-iiihttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/12/demystifying-financial-consolidation-part-iiihttp://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3/blog/2011/09/12/demystifying-financial-consolidation-part-iii
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    Asset Liabilities + Owners Equity

    140 (100 + 40) 90 (60 + 30) + 50

    Notice there is no Non controlling interest in the consolidated balance sheet as 100 percentstake is owned by Parent company. Owners Equity increased from 40 to 50.

    Assumption: Book Values of the company represent fair value.

    Value of the company = Asset Liabilities = 40 30 = 10.

    To acquire the company parent company has issued shares worth 10 units, therefore

    owners equity increased from 40 to 50 in the consolidated balance sheet.

    Scenario 2 Non Controlling Interest:

    Company P acquires 80 percent stake in company S and book values represent fair value of

    the companys assets and liabilities. Since we own only 80 percent stake in the company

    ideally we should only add 80 percent of the assets and the liabilities of the company in the

    consolidation, but in acquisition method we add 100 percent of the assets and liabilities

    and to represent the 20 percent stake we dont own, we show it as Non controlling interest

    on the liability side of the balance sheet.

    Company P Balance Sheet

    Asset Liabilities + Owners Equity

    100 60 + 40

    Company S Balance Sheet

    Asset Liabilities + Owners Equity

    40 30 + 10

    Since we own only 80 percent stake in the company we should have only added 40 * .8 = 32

    Asset and 30 * .8 = 24 liabilities from the target company but in acquisition method we will

    add 100 percent of the assets and 100 percent of the liabilities i.e. Assets = 40 & Liabilities =

    30 and to represent 20 percent stake we dont own we will use NCI (Non controlling

    interest Account).

    To calculate NCI:

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    Let us assume Book values represent fair value of the target company.

    Value of the company is Asset-Liability i.e. 40-30 = 10.

    To buy 80 percent of the company, Parent company would have paid 8 (80 percent of 10)

    to get the stake. Value of the stake which doesnt belong to Parent company is 2 (20

    percent of 10).

    Consolidated Balance Sheet

    Asset Liabilities + Owners Equity

    140 (100 + 40) 90 (60 + 30 + 2) + 48

    Scenario 3 Non Controlling Interest:

    Company P acquires 80 percent stake in company S, in this case book value does not reflect

    fair value.

    Company S Balance Sheet (Book Value)

    Asset Liabilities + Owners Equity

    40 30 10

    Book Value of Company S = Asset Liabilities = 40 30 = 10

    Company S Balance Sheet (Fair Value of Assets/Liabilities)

    Asset Liabilities + Owners Equity

    55 35 20

    Fair Value of Company S = Assets Liabilities = 55 35 = 20

    Value of 80 percent stake in the company = .8 * 20 = 16

    Since the acquirer company feels that Target Company makes strategic sense for it, so it is

    ready to pay more than the fair value to acquire 80 percent stake.

    Amount paid by company P to acquire 80 percent stake = 20 (Given).

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    Goodwill = amount paid to acquire stake fair value of the stake

    = 20 16 = 4

    Company P Balance Sheet

    Asset Liabilities + Owners Equity

    120 80 + 40

    Consolidated Assets = Assets of parent company + Assets of Subsidiary Company (fair

    value) + Goodwill

    = 120 + 55 + 4

    Consolidated Liabilities = Liabilities of parent company + Liabilities of Subsidiary Company

    (fair value) + NCI

    = 80 + 35 + 4

    Non Controlling Interest Calculation = Fair value of 20 percent stake of the company

    = .2 * 20 = 4

    Consolidated Balance Sheet

    Assets Liabilities + Owners equity

    120 + 55 + 4 115 + 4 + 60

    In the next blog, we will look at the purchase method of consolidation.

    Demystifying Financial Consolidation Part IV

    Posted byArchit Agrawalinarchit.agrawal3on 26-Sep-2011 09:50:47

    In this blog we will be covering acquisition method, it was termed as purchase method in

    IFRS3 2004 there are some dissimilarities in both the methods ( purchase & acquisition) but

    essentially for the blog post we can consider them same.

    http://scn.sap.com/people/archit.agrawal3/blog/2011/09/26/demystifying-financial-consolidation-part-ivhttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/26/demystifying-financial-consolidation-part-ivhttp://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3/blog/2011/09/26/demystifying-financial-consolidation-part-iv
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    To apply acquisition method, we need to have four facts with us.

    Acquirer: we need to identify who is acquiring whom.

    Date of acquisition: it is important to know date of acquisition as lot of calculations will

    depend on that. Income from subsidiary will be accumulated to the parent company from

    the date of acquisition prior income will automatically be counted in the fair value ofassets/liabilities.

    We need to identify assets acquired, liabilities inherited and Non controlling interest in

    the transaction.

    Last step in purchase method is calculation of goodwill arising out of the transaction. As we

    have already covered goodwill in previous blogs, it is the excess amount paid over and

    above the fair value to acquire the stake.

    Prior to 2001, we had two method of financial consolidation: pooling (pooling of interests)

    & purchase method. But in 2001, pooling method was not allowed to be used as a method

    of financial consolidation. In case of purchase method, we value the assets and liabilities at

    fair value while in case of pooling we only take into consideration book value of

    assets/liabilities. In pooling method also we take into consideration fair value of the

    company but we dont report it in books of accounts. In it, we only consolidate book value

    of assets and liabilities. Since assets and liabilities are reported at book value, no goodwill

    gets created in pooling method.

    Since we record assets and liabilities at book value in pooling method, depreciation is lesscompared to purchase method, thereby increasing income of the parent company.

    Similarly, we can deduce that Return on Assets will be higher as the asset base would be

    low in pooling method.

    Return on Asset = Net Income/ Total Assets

    As Assets are less in pooling compared to purchase method, therefore return on Asset is

    more in pooling than purchase method.

    We apply acquisition method in case of subsidiary. One company is subsidiary of another

    company if that company is able to control first company. Control can be defined in many

    terms and the question arises how we quantify that one company is able to control another

    company. One of the simplest ways to see if acquirer company controls target company is

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    to look at the share holding, if the holding is more than 50 percent stake in the target

    company then it can be presumed that the acquirer company controls target company

    unless acquirer company can prove that it doesnt control target company.

    There are certain circumstances where the equity held by company is less than 50 percentbut it is able to govern target company as it has certain agreement with rest of the

    shareholders that it would be able to govern financial and operating policies of the

    company or it will have the right to select majority of directors or it has got more than 50

    percent of the voting right.

    Calculation of Equity

    In purchase method, we dont take into considerationEquity, excess capital paid in excess

    of par or retained earningsof Target Company. Only the fair value of shares issued by the

    acquirer company will be added to the equity of acquirers company.

    While in case of pooling method we used to take into consideration retained earnings of

    the target company.

    Valuing Assets/Liabilities

    Assets and Liabilities of Target Company will be taken into consideration at fair value. In

    most of the cases liabilities will remain unchanged while in some cases we need to revalue

    liabilities also i.e. if market interest rates have changed then the value of bonds willincrease/decrease accordingly. While calculating the fair values of assets we also need to

    take into consideration fair value of intangible assets. Sometimes, the target company may

    have internally generated intangible assets which they havent considered in Balance Sheet,

    they are also needed to put in Calculation of fair value of company like Brand Value.

    If the liabilities are revalued, the premium amount will go into Premium on bonds payable

    account or discount amount will go into Premium on bonds payable account.

    Note: We do not take into consideration the goodwill on the Balance sheet of the target

    company while calculating the value of the company.

    So, if there is goodwill present in the Balance Sheet of the target company, neglect it.

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    Income Statement

    While preparing the income statement at the group level we can directly add the acquired

    firms income to the acquirers income from the date of acquisition, but in the case of

    pooling method we used to take into consideration the income of the target company for

    the whole financial year irrespective of the date of acquisition. Even if you have acquired

    the company on 31st March, in April- March financial year, still you would add the income

    of subsidiary for the whole year to the income of Acquirer Company.

    Note: The expenses to issue the acquirer company shares will be charged against paid in

    capital in excess of par account.

    In the next blog, we will cover one scenario where all the concepts discussed in this blog

    will be put to use.

    Demystifying Financial Consolidation Part V

    Posted byArchit Agrawalinarchit.agrawal3on 27-Sep-2011 17:50:23

    In the last blog, we have already discussed the theoretical concepts related to purchase

    method. In this blog, we will see one scenario which will make concepts clear.

    Given is the balance sheet (Book Value) of the target company. Since this is the book value

    balance sheet, we cant use it for purchase method. We should get the fair value of assets

    and liabilities.

    First table is for the book value of assets and liabilities.

    Scenario 1 Purchase Method:

    Balance Sheet (Book Value)

    Assets

    Book

    Value

    Liabilities &

    Equity

    Book

    Value

    A.R 240 C.L 200

    http://scn.sap.com/people/archit.agrawal3/blog/2011/09/27/demystifying-financial-consolidation-part-vhttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/27/demystifying-financial-consolidation-part-vhttp://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3/blog/2011/09/27/demystifying-financial-consolidation-part-v
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    Inventory 40 Bonds Payable 100

    Land 500

    Common

    Equity 70

    Goodwill

    (

    Existing) 100

    Paid in Capital

    in excess of

    par 630

    Building 200

    Retained

    Earning 80

    TOTAL 1080 TOTAL 1080

    As we have already discussed, we wont consider the goodwill on the Balance sheet of

    Target Company while valuing it. So in the below Balance sheet we have not considered

    Goodwill (Existing) Entry.

    There are some intangible items which might not be present in the Book value balance

    sheet, but we need to consider them when valuing Target Company like Brand Value. We

    can see in the below balance sheet that we have considered fair value of Brand = 100.

    Liabilities are also revalued if there is change in the interest rates in the market. But in most

    of the cases, the adjustment wont be big.

    Balance Sheet (Fair Value)

    Assets

    Book

    Value

    Fair

    Value

    Liabilities

    & Equity

    Book

    Value

    A.R 240 240 C.L 200

    Inventory 40 60

    Bonds

    Payable 100

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    Land 500 1000

    Common

    Equity 70

    Goodwill

    (

    Existing) 100 -

    Paid in

    Capital in

    excess of

    par 630

    Building 200 300

    Retained

    Earning 80

    Brand

    Value - 100

    TOTAL 1080 1700 TOTAL 1080

    Value of Net

    Asset ( Book)

    1080-300

    = 780

    Value of Net

    Asset ( Fair)

    1700

    310 =

    1390

    Goodwill Calculation:

    Consideration Paid: 1600

    Company Valued at net asset: 1390

    Goodwill = 210

    In the above example, we have made the assumption that the acquirer company has

    acquired 100 percent stake in the target company, so there is no NCI entry. If the stake

    acquired would have been between 50 and 100, we would have been required to account

    for NCI stake.

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    Accounting Entries in the Acquirers company Books

    Dr

    A.R 240

    Inventory 60

    Land 1000

    Brand Value 100

    Building 300

    Goodwill 210

    ----------------------------------------------------------------------------

    Cr

    C.L. 200

    Bonds 100

    Premium on Bonds 10

    Cash 1600

    Demystifying Financial Consolidation Part VI

    Posted byArchit Agrawalinarchit.agrawal3on 24-Oct-2011 02:58:01

    In the proportional method, we take into account only the percentage stake of assets or

    the liabilities of the target company. If we own 80 percent stake in the target company, we

    will only add 80 percent asset/liabilities of the target company to the acquirers company.

    When the acquirer company stake is 100 percent in the target company then this method

    will be equivalent to purchase method, because then there wont be NCI even in purchase

    method.

    NCI represents the stake own by minority shareholders, since in proportional method we

    dont add 100 percent stake in the target company to the acquirer company, NCI doesnt

    get created.

    http://scn.sap.com/people/archit.agrawal3/blog/2011/10/24/demystifying-financial-consolidation-part-vihttp://scn.sap.com/people/archit.agrawal3/blog/2011/10/24/demystifying-financial-consolidation-part-vihttp://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3/bloghttp://scn.sap.com/people/archit.agrawal3http://scn.sap.com/people/archit.agrawal3/blog/2011/10/24/demystifying-financial-consolidation-part-vi
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    16/19

    If we own 80 percent stake then we will only add 80 percent of assets/liabilities unlike

    purchase method where we would have added 100 percent of assets/liabilities and to

    account for 20 percent we would have been required to put NCI.

    No NCI in proportional method

    Proportional Method (Book Value)

    Companies P S

    Asset 500 100

    Liabilities 100 20

    O.E 400 80

    TOTAL 500 100

    Fair Value of Assets: 120 ( Given)

    Fair Value of Liabilities: 20 ( Given)

    Net Asset value of S ( Book

    Value) Assets - Liabilities) 80

    Net Asset Value of S ( Fair

    Value) 100

    P acquires 80 percent of S for Rs. 100

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    Goodwill = Price paid 80 percent of S

    = 100 - .8*100 (previous slide)

    = 20

    Consolidated Assets:

    Asset of acquirer company Cash we are paying to acquire Target Company + fair value of

    the asset in the Target Company + Goodwill

    Consolidated Liabilities:

    Liabilities of Acquirer Company + fair value of the stake in the liabilities of Target Company

    Consolidated Owners Equity:

    Owners Equity of Acquirer Company

    Companie

    s P S

    Fair

    Valu

    e of

    S

    Proportiona

    l B.S

    Asset

    50

    0

    10

    0 120

    500-100 +

    .8*120 +

    goodwill =

    516

    Liabilities

    10

    0 20 20

    100 + .8 *20

    = 116

    O.E

    40

    0 80 400

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  • 7/31/2019 Demystifying Financial Consolidation Part I

    19/19

    On 1st April 2010, Company P buys 20 percent of Company S for Rs. 200 million

    Investment in S 200

    Cash 200

    On 31st March2011, Company S reports net income of Rs 50 million. Now since we own 20percent stake in the target company, our investment in the target company will increase by

    10 i.e. 20 percent of 50 million.

    Investment in S 10 ( =50*.20)

    Equity in Ss Income 10

    On 31st March 2011, Company S declares dividend Rs 10 million. As we own 20 percent

    stake in the target company we will get 20 percent of 10 million i.e. 2 million. Cash in the

    parent company will increase and investment in the target company will go down.

    Cash 2

    Investment in S 2

    Also,

    Please find below the links of all blogs in this series:

    Part 1:Demystifying Financial Consolidation Part I

    Part 2:Demystifying Financial Consolidation Part II

    Part 3:Demystifying Financial Consolidation Part III

    Part 4:Demystifying Financial Consolidation Part IV

    Part 5:Demystifying Financial Consolidation Part V

    Part 6:Demystifying Financial Consolidation Part VI

    http://scn.sap.com/people/archit.agrawal3/blog/2011/08/24/demystifying-financial-consolidation-part-ihttp://scn.sap.com/people/archit.agrawal3/blog/2011/08/24/demystifying-financial-consolidation-part-ihttp://scn.sap.com/people/archit.agrawal3/blog/2011/08/24/demystifying-financial-consolidation-part-ihttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/01/demystifying-financial-consolidation-part-iihttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/01/demystifying-financial-consolidation-part-iihttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/01/demystifying-financial-consolidation-part-iihttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/12/demystifying-financial-consolidation-part-iiihttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/12/demystifying-financial-consolidation-part-iiihttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/12/demystifying-financial-consolidation-part-iiihttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/26/demystifying-financial-consolidation-part-ivhttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/26/demystifying-financial-consolidation-part-ivhttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/26/demystifying-financial-consolidation-part-ivhttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/27/demystifying-financial-consolidation-part-vhttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/27/demystifying-financial-consolidation-part-vhttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/27/demystifying-financial-consolidation-part-vhttp://scn.sap.com/people/archit.agrawal3/blog/2011/10/24/demystifying-financial-consolidation-part-vihttp://scn.sap.com/people/archit.agrawal3/blog/2011/10/24/demystifying-financial-consolidation-part-vihttp://scn.sap.com/people/archit.agrawal3/blog/2011/10/24/demystifying-financial-consolidation-part-vihttp://scn.sap.com/people/archit.agrawal3/blog/2011/10/24/demystifying-financial-consolidation-part-vihttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/27/demystifying-financial-consolidation-part-vhttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/26/demystifying-financial-consolidation-part-ivhttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/12/demystifying-financial-consolidation-part-iiihttp://scn.sap.com/people/archit.agrawal3/blog/2011/09/01/demystifying-financial-consolidation-part-iihttp://scn.sap.com/people/archit.agrawal3/blog/2011/08/24/demystifying-financial-consolidation-part-i