AFA 4e PPT Chap04
AFA 4e PPT Chap04
AFA 4e PPT Chap04
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Copyright © 2019 by McGraw-Hill Education (Asia). All rights reserved.
Learning Objectives
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Content
1. Introduction
Introduction
2. Elimination of the investment in a subsidiary
3. Effects of amortization, depreciation and disposal of undervalued
or overvalued assets and liabilities subsequent to acquisition
4. Accounting for non-controlling interests under IFRS 3
5. Goodwill impairment tests
6. Conclusion
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Introduction
Recap of chapter 3
• Acquisition method: recognize and measure identifiable net assets
at fair value + recognize goodwill
– Recognition and measurement principles
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Introduction
Focus of chapter 4:
• Subsequent effects when identifiable net assets are sold, consumed, extinguished or
amortized.
– Sale, consumption, use or settlement of the assets and liabilities of acquiree
should be recorded at acquisition date fair value
– Test for impairment of goodwill
• Subsequent effects of acquisition
– Demonstrate how consolidation journal entries are passed to record the
subsequent effects of acquisition
• Accounting for non-controlling interests
– Show how the balance of the non-controlling interests can be analyzed with
respect to three components
– Illustrate the consolidation journal entries to recognize non-controlling interest’s
share of equity
• Accounting for business combinations in multiple periods
– Explain the re-enactment process: involving re-enacting certain past
consolidation adjusting entries.
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Content
1. Introduction
2. Elimination
Overview ofofthe
theconsolidation
investment inprocess
a subsidiary
3. Effects of amortization, depreciation and disposal of undervalued
or overvalued assets and liabilities subsequent to acquisition
4. Accounting for non-controlling interests under IFRS 3
5. Goodwill impairment tests
6. Conclusion
7. Appendix 4: Illustrations of non-controlling interests measured as
a proportion of acquisition-date identifiable net assets.
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Elimination of Investment Account
What the parent is paying for
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Illustration 1: Elimination of investment
Illustration
On 8 August 2010, Parent Co. bought 100% interest in subsidiary for
$200,000. At the date of acquisition, Subsidiary Co had the following:
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Illustration 1: Elimination of investment
Consolidation Consolidated Statement of financial
Parent Subsidiary
adjustments position
Dr Cr
Assets
Investment in
200,000 200,000 0
Subsidiary
Goodwill (Note 2) 80,000 80,000
Other net assets
300,000 80,000 50,000 10,000 420,000
(Note 1)
500,000 80,000 130,000 210,000 500,000
Equity
Share capital 100,000 50,000 50,000 100,000
Retained earnings 400,000 30,000 30,000 400,000
210,000 210,000
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Illustration 1: Elimination of Investment
Note 1:
Increase in other net assets due to recognition of intangible asset 50,000
Decrease in other net assets due to recognition of deferred tax liability (10,000)
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Illustration 1: Elimination of investment
CJE1: Elimination of investment in subsidiary
Dr Share capital 50,000
Dr Retained earnings 30,000
Dr Goodwill 80,000
Dr Intangible asset 50,000
Cr Investment in Subsidiary 200,000
Cr Deferred tax liability 10,000
210,000 210,000
Re-enacting CJE
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Content
1. Introduction
2. Elimination of the investment in a subsidiary
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In Subsequent Years
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In Subsequent Years
• In subsequent years (Continued)
– Acquisition method only recognizes fair value at critical event: acquisition
date
• New internally-generated goodwill or subsequent appreciation in fair
values are not recognized subsequent to acquisition date
– Since net assets are carried at book value (carrying amount) in the
separate financial statements, the subsequent
amortization/depreciation/disposal are adjusted in the consolidation
worksheet
BV of expense in (FV- BV) adjustment FV of expense
separate to expense in consolidated
financial + = financial
statements Adjusted in consolidation statements
worksheet
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Illustration 2:
Amortization of Fair Value Differentials
• P Co paid $6,200,000 and issued 1,000,000 of its own shares to
acquire 80% of S Co on 1 Jan 20X5
• Fair value of P Co’s share is $3 per share
• Fair value of net identifiable assets is as follows:
Book value Fair value Remaining useful life
Leased property 4,000,000 5,000,000 20 years
In-process R&D 2,000,000 10 years
Other assets 1,900,000 1,900,000
Liabilities (1,200,000) (1,200,000)
Contingent liability (100,000)
Net assets 4,700,000 7,600,000
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Illustration 2:
Amortization of Fair Value Differentials
• Consideration transferred = Cash consideration + Fair value
of share issued
= $6,200,000 + (1,000,000 x $3)
= $9,200,000
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Illustration 2:
Amortization of Fair Value Differentials
• P’s share of goodwill = Consideration transferred – 80% x Fair
value of net identifiable assets, after tax
= $9,200,000 – 80% x $7,020,000
= $9,200,000 – $5,616,000
= $3,584,000
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Illustration 2:
Amortization of Fair Value Differentials
Consolidation adjustments for 20X5
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Illustration 2:
Amortization of Fair Value Differentials
CJE 2: Depreciation and amortization of excess of FV over book value
20% * (200k
Deferred tax liability (net) +50k -100k)
Dr 30,000
Cr Tax expense 30,000
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Illustration 2:
Amortization of Fair Value Differentials
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Illustration 2:
Amortization of Fair Value Differentials
Explanatory note to CJE 5:
• NCI have a share in the extinguishment of the initial FV differences
and in the impairment of goodwill.
• Net profit after tax represents that increase in the book value of
equity of the subsidiary
• Other adjustments relate to the extinguishment of the FV
differentials
• NCI have a share of $176,000 of adjusted profit which represents
– Increase in book value
– Decrease in fair value differentials
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Illustration 2:
Amortization of Fair Value Differentials
Utilizing the Analytical approach to determine NCI balance:
NCI balance:
NCI at acquisition date (CJE1) $2,300,000
Income allocated to NCI for 20x5 (CJE 5) 176,000
NCI as at 31 Dec 20x5 $2,476,000
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Illustration 2:
Amortization of Fair Value Differentials
2nd step: reconcile the balance to the three components that NCI have -
Non – controlling
interests
Share of
Share of book value Unamortized Share of
of net assets unimpaired goodwill
FV adjustment
1. Introduction
2. Elimination of the investment in a subsidiary
3. Effects of amortization, depreciation and disposal of undervalued
or overvalued assets and liabilities subsequent to acquisition
4. Accounting for non-controlling interests underIFRS
interest under IFRS33
5. Goodwill impairment tests
6. Conclusion
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Non-controlling interest
• NCI only arises in consolidated financial statements where:
– one or more subsidiaries are not wholly owned by the parent (IFRS 10)
• NCI are entitled to their share of retained earnings of the subsidiary from
incorporation
– No distinction between pre-acquisition and post-acquisition retained
earnings for NCI
• Same applies to OCI
– NCI collectively have a share of accumulated OCI arising from
incorporate date to the current date
• NCI are normally a credit balance
– Share of residual interests in the net assets of a subsidiary
– Total equity (parent’s and NCI) = Assets - Liabilities
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Analysis of Non-Controlling Interests
Share of book
Balance of Share of
value of
non- book value of Unimpaired
remaining
controlling = subsidiary’s + + goodwill
(FV-BV) of
interests at equity at attributable
identifiable
reporting reporting to NCI
net assets at
date date
reporting date
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Reconstructing NCI on Statement of
Financial Position
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Reconstructing NCI on Statement of
Financial Position
• At each reporting date, group will re-create NCI account in the
consolidated financial statement by recognizing the sequential build
up:
– As of acquisition date
– From acquisition date to beginning of the current period
– During the current period
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Accounting for NCI under IFRS 3
• NCI is an equity item and must be separately shown from the equity
of the owners of the parent company
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Non-Controlling Interests’ Share of
Goodwill
• IFRS 3 Para 19 allows NCI to be measured in either of two ways
Non-controlling interests
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Non-Controlling Interests’ Share of
Goodwill
• Under the fair value basis:
– FV is determined by either the active market prices of subsidiary’s
equity share at acquisition date or other valuation techniques
– FV per share of NCI may differ from parent because of control premium
paid by parent (e.g. 20% premium over market price to gain control)
– NCI comprises of 3 items:
Non – controlling
interests
Share of
Share of book value unamortized Goodwill attributable to
of net assets FV adjustment NCI
(FV - BV)
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Non-Controlling Interests’ Share of
Goodwill
• Under the fair value option:
– Journal entry to record NCI at fair value (re-enacted each year):
Dr Share capital of subsidiary
Dr Retained earnings at acquisition date
Dr Other equity at acquisition date
Dr FV differentials (FV- BV)
Dr Goodwill (Parent & NCI)
Dr/Cr Deferred tax asset/ (liability) on fair value adjustment
Cr Investment in subsidiary
Cr FV differentials (BV – FV)
Cr Non-controlling interests (At fair value)
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Non-Controlling Interests’ Share of
Goodwill
• Under the 2nd option:
– NCI is a proportion of the acquiree’s identifiable net assets (i.e. not full
fair value)
– NCI comprises of 2 items:
Non – controlling
interests
Share of
Share of book value unamortized
of identifiable net assets of FV adjustments
(FV- BV)
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Non-Controlling Interests’ Share of
Goodwill
• Under the 2nd option:
– Journal entry to record NCI (re-enacted each year):
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Non-Controlling Interests’ Share of
Goodwill
NCI measured as a
NCI measured at FV proportion of the
acquiree’s identifiable
net assets
Goodwill
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Illustration 3:
Non-Controlling Interests’ Share of Goodwill
The FV of NCI that owned 10% of Subsidiary A as at 31 Dec
20x1(Acquisition date) was $25,000. The financial statements of
Subsidiary A as at acquisition date are as shown below. Subsidiary A
had unrecognized intangible assets with fair value of $40,000. Tax rate
is 20%. Determine NCI’s good will as at acquisition date.
Equity 140,000
Share Capital 20,000
Retained Earnings 160,000
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Illustration 3:
Non-Controlling Interests’ Share of Goodwill
Fair value of NCI 25,000
Fair value of identifiable net assets
Book value of equity 160,000
Fair value of intangible assets 40,000
Deferred tax on intangible assets (8,000) 192,000
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Allocation to Non-controlling Interests
1. Allocation of the change in equity from date of acquisition to the
beginning of the current period
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Allocation to Non-controlling Interests
2. Allocation of current profit after tax to NCI
Dr Income to NCI
Cr NCI
• Attribution of profit to NCI is not expense item and should not be shown
above the profit after tax line
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Allocation to Non-controlling Interests
3. Allocation of dividends to NCI
• Reverses the profit and loss effects of dividends in consolidated
income statement
• A repayment of profits by a subsidiary
• Reduces the NCI’s residual stake in the net assets of the subsidiary
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Other Components of Non-Controlling
Interests
• Acquiree may have other equity components other than equity shares that
are not owned directly or indirectly by the parent
– Falls within the definition of NCI as defined in IFRS 3 as “the equity in a
subsidiary not attributable directly or indirectly to a parent”
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Other Components of Non-Controlling
Interests
Acquiree’s equity components Measurement basis under IFRS 3
Ordinary shares (held by NCI) Proportion share of net identifiable assets
or fair value
Preference shares with holders entitled to Proportion share of net identifiable assets
proportionate share of net assets upon liquidation or fair value
Preference shares with holders not entitled to Fair value
proportionate share of net assets upon liquidation
Equity element of compound financial instrument Fair value
Options/warrants Fair value
Employee share options Market based measure in accordance
with IFRS 2 at acquisition date
• The rationale for the difference in measurement basis (Fair value and proportionate
share of acquiree’s net identifiable assets) is because those equity items belong to
third parties and do not entitle the holder to a pro rata share of the entity’s net assets.
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Can NCI be a debit balance?
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Analytical check on Non-controlling
Interests’ balance
• If the fair value basis is adopted
– NCI in a subsidiary have a share in the same three components that
the parent has under the acquisition method
=
NCI’s balance at profit/loss from upstream sale
year-end b) Unamortized balance of FV adjustments at
year-end
c) Unimpaired balance of goodwill at year
end ([Acquisition-date FV of NCI – NCI %
x acquisition-date FV of identifiable net
assets] less any cumulative impairment)
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Content
1. Introduction
2. Elimination of the investment in a subsidiary
3. Effects of amortization, depreciation and disposal of undervalued
or overvalued assets and liabilities subsequent to acquisition
4. Accounting for non-controlling interest under IFRS 3
5. Goodwill
Goodwill impairment
impairment tests
tests
6. Conclusion
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Goodwill Impairment Test
• CGU is the lowest level at which the goodwill is monitored for internal
CGUs
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Goodwill Impairment Test
1. Carrying amount:
– Net assets of the cash-generating unit
– It includes entity goodwill attribute to parent and NCI
2. Recoverable amount:
– IAS 36 allows the higher of the below two metrics to determine
recoverable amount:
Higher of FV less cost to sell (an arms-length measure)
Uses market based inputs or market participants’ assumptions in the
valuation process
Value-in-use (VIU)
Present value of future net cash flows
Uses internal or entity-specific input to determine the future cash flows
VIU likely to be more discretionary as assumptions about future cash flows
are required
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Goodwill Impairment Test
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Goodwill Impairment Test
Steps for impairment test
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Illustration 4:
Goodwill Impairment Test
Company X has 80% ownership in a CGU with identifiable net assets
of $6 million as at 31 Dec 20x1. The recoverable amount of the CGU
as an entity was $5 million as at that date. Determine the impairment
loss of goodwill in the CGU under two alternative measurement basis:
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Illustration 4:
Goodwill Impairment Test
Question (a)
Explanatory notes:
• Goodwill allocated to a CGU to enable comparison between carrying
amount of all assets of the unit and recoverable amount
• Goodwill attributable to NCI is included under recognized goodwill (no
further adjustment is required)
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Illustration 4:
Goodwill Impairment Test
Question (b)
Goodwill Identifiable net assets Total
Carrying amount 1,000,000 6,000,000 7,000,000
Explanatory notes:
• Since comparison is done against the carrying amount of assets of a CGU,
goodwill is regrossed under alternative (b) to show theoretical goodwill as at
date of acquisition
• NCI unrecognized share of goodwill is included
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Appendix: Accounting for other
components of Non-Controlling Interests
• P Co paid a consideration of $2,500,000 to purchase all 400,000
ordinary shares in S Co on 1 Jan 20x1
• Net assets of S Co on acquisition date was $711,000 and fair value
of net identifiable assets was $800,000.
• Tax effects are ignored.
• Other equity components:
– 1,000 Preference shares of $1 each, which do not carry voting rights
and provide their holders a right to a preferred dividend over the
payment of any dividend to ordinary shareholders. Fair value of
preference shares on acquisition date: $2,000
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Appendix: Accounting for other
components of Non-Controlling Interests
• During the year (Cont’d):
– 2 tranches of employee share options issued and carrying amount worth
$70,000:
• Tranche 1 had a carrying value of $20,000, not vested as at date of
acquisition
• Tranche 2 had a carrying value of $50,000, vesting period of 2 years
and as of acquisition date, employees have completed 1 out of the 2
years vesting period
• Market based measure of share option calculated amounted to
$56,000
– Convertible loan to third parties issued
• Equity conversion option with carrying amount of $40,000 was
recognized as part of the equity of S Co
• Fair value of equity conversion option as of acquisition date was
$48,000
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Appendix: Accounting for other
components of Non-Controlling Interests
Analysis for components of non-controlling interests:
• Analysis for preference shares:
– Preference shares do not carry equal rights and ranking to the ordinary
shares issued by the Company.
– Preference shares do not carry voting rights.
– Preference shares only give priority to payment of dividends to holders
– Hence, ownership of preference shares do not represent present
ownership interests which entitle holders to a proportionate share of net
assets upon liquidation.
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Appendix: Accounting for other
components of Non-Controlling Interests
Analysis for components of non-controlling interests:
• Analysis for Employee share options:
– Tranche 1 vested by the date of acquisition:
• P Co does not replace the shares held by the employees of S Co on
acquisition
• Under the terms and conditions, the share options held by
employees do not expire on acquisition of S Co by P Co.
• Share options do not represent present ownership interests which
entitle their holders to a proportionate share of net assets upon
liquidation as employees have not exercised their options to acquire
the ordinary shares in the S Co as at the date of acquisition.
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Appendix: Accounting for other
components of Non-Controlling Interests
Calculation of fair value uplift on acquisition
Fair value uplift on acquisition
= $800,000 - $711,000
= $89,000
Calculation of goodwill
Consideration transferred
= $2,500,000 - $28,000 (being paid for post combination employee service)
= $2,472,000
Goodwill
= Fair value of consideration transferred + Amount of NCI at acquisition date –
Recognized net identifiable assets of acquiree measured
= $2,472,000 + ($2,000 + $20,000 + $28,000 + $48,0000) - $800,000
= $1,770,000
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Appendix: Accounting for other
components of Non-Controlling Interests
Preparation of consolidation journal entries:
CJE1: Elimination of share capital and investment account
Dr Share capital and other reserves 711,000
Dr Net identifiable assets (excess of fair value over NBV) 89,000
Dr Goodwill 1,770,000
Dr Staff costs – P/L 28,000
Cr Investment in subsidiary 2,500,000
Cr NCI – Preference shares 2,000
Cr NCI – Share option reserve 48,000
Cr NCI – Equity component of convertible loan 48,000
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Conclusion
• Although two sets of accounts exist, only one set of “books” has to be kept by
the legal entity
– Consolidation worksheets are used to prepare consolidated financial statement
• Summation of line items of the financial statements of parents and
subsidiaries
• Incorporation of adjustments to eliminate and adjust intragroup transactions
and balances
• Transactions and balances in consolidated financial statement reflect
group’s perspective
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Conclusion
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Conclusion
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