Noncontrolling interest (NCI) is the portion of equity ownership in a subsidiary not attributable to the parent company, who has a controlling interest (greater than 50% but less than 100%) and consolidates the subsidiary’s financial results with its own.
For example, suppose company Alpha acquires 80% of the outstanding stock of company Sierra. Because Alpha owns more than 50% of Sierra, Alpha consolidates Sierra’s financial results with its own. The 20% of Sierra’s equity that Alpha does not own is recorded on Alpha’s balance sheet as NCI. Consolidated net income is allocated to the parent and noncontrolling interests (minority shareholders) in proportion to their percentages ownership; 80% to Alpha and 20% to the noncontrolling interests, in this case.
The FASB’s FAS 160 and FAS 141r significantly alter the way a parent company accounts for NCI in a subsidiary. Below is a summary of these changes.
Recording Noncontrolling Interest
NCI is recorded in the shareholders’ equity section of the parent’s balance sheet, separate from the parent’s equity, rather than in the mezzanine between liabilities and equity.
The amounts of consolidated net income attributable to the parent and to the noncontrolling interest must be clearly identified and presented on the consolidated income statement. Previously, net income attributable to the noncontrolling interest was generally recorded as an expense or other deduction in calculating consolidated net income. The exhibit below shows AstraZeneca’s 2007 income statement in the prescribed format:
Exhibit – AstraZeneca’s 2007 Consolidated Income Statement
|Interest Expense, net||111|
|Profit Before Tax||$7,983|
|Equity Holders of the Company||$5,595|
Valuing Acquired Net Assets
Recall from our lesson on important accounting changes that even when less than a 100% controlling interest is acquired, 100% of the acquired net assets are recorded at fair value (FV). Previously, only the controlling interest was recorded at FV while the remaining noncontrolling interest was recorded at its carrying value. The new rules result in goodwill attributable to both the acquirer and the noncontrolling interest.
Example A – Purchase Price Allocation
Suppose that Alpha acquires 30 million shares, or 80% of the outstanding shares, of Sierra for $22.00 per share in cash. The average market price of Sierra’s stock three days prior to and including the acquisition date is $20.00. Transaction costs were $15 and Alpha’s corporate tax rate is 30%. Sierra’s pre-transaction book and tax balance sheets are identical and as shown in the spreadsheet below.
What is goodwill under both the old and new accounting rules?
Noncontrolling (Minority) Interest
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Note in the new rules example that the noncontrolling interest is valued at $20.00 per share rather than the $22.00 per share paid by Alpha. This might be because Alpha pays a control premium of $2.00 per share to acquire a controlling interest in Sierra. If Sierra’s seller is a company, the seller will record its 20% noncontrolling interest in Sierra using the equity method of accounting.
Changes in Controlling Interest
Since NCI is now considered equity, changes in a parent’s controlling interest in its subsidiary that do not result in change of control are accounted for as equity transactions, or transactions between shareholders. Previously, decreases in ownership interest were treated as either equity transactions or accounted for with gain/loss recognition on the income statement.
Acquisitions of additional noncontrolling interests (when the parent already has control) in a step acquisition, for example, are no longer required to be accounted for using the purchase method (now called the acquisition method). Previously, such acquisitions were accounted for under the purchase method. Eliminating the requirement to apply purchase accounting to these transactions reduces the parent’s costs by eliminating the need to value the assets and liabilities of the subsidiary on the dates that additional equity interests are acquired.
Losses Attributable to the Parent and Noncontrolling Interest
Losses attributable to the parent and the noncontrolling interest in a subsidiary are attributed to those respective interests, even if doing so results in a deficit noncontrolling interest balance (negative equity). Previously, ARB 51 required that losses attributable to the noncontrolling interest in a subsidiary that exceeded the noncontrolling interest’s equity be instead attributed to the parent. Therefore, under the new rules, parents may report higher net income because noncontrolling interests are now allocated their proportionate shares of any losses.
Example B – Losses Attributable to Noncontrolling Interest
Suppose that in 2008 Alpha acquired 80% of the equity interest in subsidiary Sierra from Tango, which owns the 20% noncontrolling interest. On Jan 1, 2009, Alpha’s total equity balance is $1,000 and Tango’s noncontrolling interest is $100. During 2009, Sierra generates a net loss of $600. What losses are attributed to Alpha’s and Tango’s noncontrolling interests under the old and new accounting rules?
Note that under the old rules, Alpha records a disproportionate share of Sierra’s losses.
A parent must recognize a gain/loss upon deconsolidation of a subsidiary. If the parent retains a noncontrolling interest in the former subsidiary, the investment is measured at FV and any gain/loss is measured using the FV of the noncontrolling equity investment. Previously, the carrying amount, rather than FV, of any retained investment was used in determining any gain/loss upon deconsolidation.
The FASB replaces the term minority interest with noncontrolling interest.