Calculation of goodwill and FV of consideration Intangible asset impairment loss Random musings:
Week 2- Chapter 3 Total FV consideration (include control premium) Take Higher of (1) Value-in-use (2) FV less costs to sell Litigation loss on associate after-tax basis
Investment in subsidiary- Control exists. 2-lvl reporting + FV NCI on acquisition date The Carrying amt minus the higher of the 2 above = impairment loss
1. Investors separate FS- investment carried at cost, in + FV acquirers previously held equity interest in acquiree For subsi, past COS and profit and loss affects NCI and Opening
accordance with IFRS 9 as fin instru or using equity method (line-by- [FV NIA of acquiree DTL effect (tax rate X (FB-BV) of NIA)] RE for current year (re-enactment) as there is no bringing forward
line accounting) = Goodwill of such consol balances!!
2. Consolidated FS- IFRS 10 investment is eliminated and net Goodwill must be after tax effect
assets (total A Total L) are consol with that of parents
consolidation worksheets at end of reporting period 2. Consolidation entries Inventory Impairment loss
(consolidation elimination entries + adjustments to remove effects of Current Year Lower of Carrying Amt, FV and NRV
intragroup trxn and recognize NCI) CJE1: Elimination of investment in subsi Non-financial assets Impairment
E.g. Elimination of Interco sales Dr Sales Cr Cost of sales Dr Share Cap of subsi (100% before acquisition) Lower of Carrying Amt and recoverable amt (higher of FVLCTS and
Business combination need to apply acquisition accounting Dr RE Subsi (eliminate pre-acquisition RE) VIU)
Biz: integrated set of activities or assets capable of generating Dr Goodwill (recognise group asset)
returns to owners & investors & members + capable of being Dr Inventory/fixed assets/intangible assets (Excess of FV over BV)
managed to provide returns to investors Cr Investment in subsi (prevent double-counting of NIA) If impairment occurs for fixed assets, Cr Acc impairment losses
need not always have output e.g. startups, developmental phases Cr NCI
Acquirer has control over biz when: Cr DTL
1. power over acquiree allocates pre-acquisition RE to NCI
2. rights to returns
3. ability to use power to affect (good & Bad) aquiree's returns CJE2: Impairment of Goodwill
IFRS 3- All biz combi need to use acquisition method Dr Impairment of Goodwill (PL) Cr Goodwill
1. Direct acquisition of Net Assets of biz CJE3: Adj of current depn of undervalued assets
- purchase of combi of assets, goodwill, not the voting rights Dr Depreciation Cr Accumulated depreciation
no parent-subsi rs | Goodwill in acquirer FS CJE4: Adj to tax on depn of undervalued assets
legal entity = economic entity | Consolidation not required | Dr DTL Cr Tax expense
No NCI a form of selective acquisition 100% acquisition CJE5: Adj to current COS of undervalued inventory
e.g. hotel, Lenovo buying the Thinkpad Dr COS Cr Inventory
2. Biz become subsidiary of acquirer** CJE6: Adj to tax on COS of undervalued inventory
Acquisition of equity or voting rights of other legal entities. Dr DTL Cr Tax expense
Businesses can be combined by contract alone (common) CJE7: Allocation of income for yr to NCI
Legal entity is not economic entity | Consolidation is required Dr Income to NCI (PL)
Acquirer recognizes goodwill in consolidated FS | NCI of Net assets Cr NCI (BS)
of acquire in consolidated FS of economic entity | Subsequent
cumulative depreciation and amortization has to be repeated at Allocation of income to NCI
each consolidation year-end as long as investment in the subsidiary (1) Net profit after tax
remains (2) Plus minus changes in FV-BV
3. Net assets of combining entities transferred to a newly- Less add. depn of undervalued fixed asset
formed entity Less add. COS of undervalued inventory
Mergers, for tax reasons, larger market share, new identity Add tax on COS
(branding) | Controlling party is deemed to be the acquirer Less tax on excess depreciation
Goodwill and FV of assets are recognized in newly-formed (3) Less goodwill impairment
entitys FS | Consolidation not required as separate legal entities = Adjusted net profit after tax
have ceased to exist | New entity = economic entity | NOT a joint NCI share @ 10%
venture (needs an acquirer)
4. Former owners of combining entity obtain control of Listings approach find NCI balance as at end of yr
combined entity NCI balance at acquisition date
Reverse takeover (RTO)- when former owners of legal entity obtains NCI share of past impairment
control over enlarged economic entity (for listing purposes, to pierce NCI share of past depreciation on under-valued fixed assets
the corporate veil) | legal entity is not economic entity NCI share of tax on past depreciation
Acquisition Method of accounting NCI share of COS of undervalued inventory
1. Identify the acquirer- IFRS 10 Test of control ( who initiated the NCI share of tax on past cost of sales
consolidation, size amongst combining entities, dominance of NCI share of post-acquisition RE
management in combined entity, ability to elect directors, who Share of profit for current year
transferred cash or issued shares as consideration (except in RTO), Dividend received
who holds the largest voting rights in combined entity) = NCI balance at end of period
2. Determine acquisition date date when control is obtained
- when contractual agreement is closed and binding legally Subsequent years CJE until control over subsi is lost
- NOT date of transfer of consideration a) Re-enactment entries
3. Recognise and measure net identifiable assets acquired Elimination of investment on acquisition date
even those previously not recognized by acquiree e.g. contingent Subsequent impairment of goodwill
liabilities (in acquirees books are zero), internally generated brand Dr Opening RE Dr NCI Cr Goodwill
name and customer lists, in-process R&D | NCI recognized in Equity Adjustment of past depn of undervalued fixed assets
Dr Opening RE DR NCI Cr Acc depn (FV-BV X past depn amt)
Acquirees on balance sheet A-L (Book Value) Tax effect
+ unrecognized identifiable A-L (Fair value Book Value) Dr DTL Cr Opening RE Cr NCI
+ Goodwill Adj of past COS for undervalued inventory
4. Recognise and measure goodwill or gain from bargain Dr Opening RE Dr NCI Cr Inventory
purchase residual amt Tax effect
Determining amount of consideration transferred Dr DTL Cr Opening RE Cr NCI
IFRS 3: consideration transferred on acquisition date by acquirer Allocation of Post-acq RE of S to NCI
FV(consideration) = FV(Assets trf) + FV( Liabilities incurred by Dr Opening RE Cr NCI
acquirer to former owners of acquiree) + FV (Equity interests
issued by acquirer) + FV(contingent consideration/(refund)) Current RE of S at end of current period X
Assets- e.g. cash, non-monetary assets (measured at FV, RE of S at acquisition date X
remeasurement gain/loss immediately recognized in P/L) Change in post-acquisition RE X
Liabilities- e.g. deferred settlement of consideration NCI share @ 10% X
- need to include interest expense in each year in P/L on amt owed b) Current Adjustments
Adj of current depreciation of undervalued fixed asset
Equity interests- e.g. share-swap Tax effect of depn
Contingent consideration Allocation of current yr income to NCI
(1) New info arises on probability of event happening, change Dr Income to NCI (PL) Cr NCI (P-BS)
accounted for as change in estimate
(2) Info that existed at acquisition date but was missed or incorrectly Net profit after tax for year
applied, change in FV applied retrospectively as correction of error less: depreciation for undervalued assets
uncertain amts that will increase consideration trf. Contingent Add: tax expense on depreciation
refund leads to indemnification asset = Adjusted net profit after tax
Expected value = [P(contingent event occurring) X NCI share of profit wafter tax
consideration] + [P(contingent event not occurring) X 0] Elimination of div income (cuz div is internal trxn)
Fair Value = PV of expected value (discount rate depends on cost Dr NCI Dr Dividend income P Cr Div declared S
of capital on the entity that is making the promised outflow) Eliminate intercompany Loan
Need to split the payable as gross amt and unamortised discount Dr Loan payable to subsi (P-BS) Cr Loan receivable from Parent (S-BS)
Acquisition-related costs- incurred by acquirer expensed off in
consolidated FS (P/L) , NOT IN CONSIDERATION TRANSFERRED Eliminate rental income between subsi and parent
Dr Rental Income Cr Rental Expense
E.g. legal costs, due diligence costs, stamp duties Listings approach find NCI balance as at end of yr
Reduce share capital received from acquiree NCI balance at acquisition date
Dr Equity (share capital) Cr Cash NCI share of past impairment
Financing of acquisition- not part of consideration transferred, NCI share of past depreciation on under-valued fixed assets
expensed off NCI share of tax on past depreciation
Cost of issuing equity- deducted from equity NCI share of COS of undervalued inventory
Dr Equity Cr Cash (reducing proceed from share issuance) NCI share of tax on past cost of sales
Cost of issuing debt amortized over life of loan to I/S, increase NCI share of post-acquisition RE
effective interest rate. Share of profit for current year
Dr Unamortised debt issuance costs Cr Cash Dividend received
= NCI balance at end of period
** If assets transferred or liabilities assumed by acquirer are NCI Reconciliation
carried in acquirers separate FS, remeasure at FV and (1) BV of NIA at end of period or shareholders book equity
recognize gain/loss in separate FS when trf to former acquiree + (2) Unamortised balance of FV adj at end of period of assets
owners (after taxes) (e.g. 8/10 X 80% X 1mil)
(1) Immediately prior to transfer = Adjusted shareholders equity
Dr Property 2mil Cr Gain on remeasurement (to FV) 2mil X NCI %
(2) On transfer = NCI share of equity Alt 2
Dr Investment 12mil Cr Property 12mil + (3) Goodwill attributable to NCI (less impairment in yr) Alt 1
consideration transferred to existing owners of acquiree (4) Add in intangible asset after taxes if any, if it was previously
But if trf to acquiree, remeasurement gain/loss not unrecognized in the acquire books
recognized as A&L still remain in combined entitys FS = NCI balance at end of period
Intangible assets
Identifiable non-monetary asset without physical substance. Either:
(1) Separable or (2) Arise from contractual or legal rights Final year after fully depreciated
E.g. i) Opportunity gains arising from operating lease- contractual Past depreciation of undervalued fixed asset
legal criterion is met ii) customer & subscriber list from acquiree- Dr Opening RE Dr RE Cr Acc depn (FV excess over BV)
separable criterion is met
Recognise separately from goodwill as their FV are reliably
measurable
Goodwill
Pmt for anticipated benefits that are not capable of being individually
identified and separately recognized (non-separable and not legally
recognized on its own) Consolidation entry (to be re-enacted each year) to credit NCI at
E.g. Assembled workforce of the acquiree | potential contracts acquisition-date amt
Contingent liabilities and provision Alternative 1 FV Basis
Recognised in biz combi if: Present obligation arising from past Dr Share Cap of subsi
event + FV reliably measurable. Dr RE on date of acquisition
E.g. Lawsuits are only contingent liabilities if judgement is known, Dr Other equity of subsi on date of acquisition
even though settlement amount is unclear- FV is reliable. Present Dr Goodwill (NCI + acquirer share)
obligation from past event. Dr NIA (excess of FV over BV)
But if judgement is not out, i.e. occurrence or non-occurrence of one Dr/Cr DTA/DTL
or more future uncertain events not wholly within control of Cr NIA (excess of BV over FV)
acquiree is not recognized by acquirer Cr Investment in subsi
If something is not contingent liability, captured as goodwill, Cr NCI (FV)
reducing it NCI goodwill = FV NCI (NCI % X FV NIA)
Indemnification assets in assets
Contractual guarantee from former owners to indemnify acquirer in Alternative 2 NCI as proportion of NIA
the worst case scenario of subsequent loss from a contingency Dr Share Cap of subsi
asset or liability. Measured at fair value, incorporating effects of Dr RE on date of acquisition
uncertainties in outcomes of indemnification assets, need not do Dr Other equity of subsi on date of acquisition
separate valuation allowance. Remeasured at the end of each Dr Goodwill (acquirer share only)
reporting period. Derecognised when acquirer receives proceeds or Dr NIA (excess of FV over BV)
loses right to the asset. Dr/Cr DTA/DTL
- If new info arises on current date after date of acquisition- change Cr NIA (excess of BV over FV)
in estimate Cr Investment in subsi
- Time value of money is recognized, interest expense and interest Cr NCI ( NCI% X FV of NIA)
income will be recognized on the provision and indemnification
asset.
Always have a corresponding contingent liability. Allocation of Current Profit after tax to NCI
E.g. Indemnification asset & Provision for license fee Dr Income to NCI (I/S)
Deferred tax on acquisition Cr NCI (B/S)
Same for OCI
Classification & designation of identifiable assets/liabilities acquired NCI always after-tax basis.
determined by info, conditions and policies of acquirer at acquisition Shown below Profit after Tax Line in I/S
date e.g. acquiree may classify a building as fixed asset but acquirer Without this attribution, RE of Grp w overstated and
might want to rent it out, designate it as investment property on NCI understated
acquisition ** rmb to multiply by tax rate to find DTA DTL!!
Identifiable asset: FV > BV = DTL | FV < BV = DTA Subsequent years after acquisition
Identifiable liability: FV > BV = DTA | FV < BV = DTL Elimination of investment in subsi (re-enacted each yr)
DTL reduces FV of Identifiable net assets Dr Share Cap of subsi (eliminate intragrp shares issued to parent @ BV)
recognize on date of acquisition at FV and are FV adj to DTA or Dr RE Subsi (eliminate pre-acquisition RE)
DTL already in existence in FS of acquiree. Dr Goodwill (recognise group asset)
Goodwill asset no Deferred taxes as goodwill is residual Dr Inventory/fixed assets/intangible assets (adjust to FV)
Non-Controlling Interests originated from incorporation date of Cr Investment in subsi (prevent double-counting of NIA)
acquiree Cr NCI
Record NCI as equity in acquirer books- outside interests share in Cr DTL
the net assets of acquirer (as A&L or acquiree are consolidated in allocates pre-acquisition RE to NCI
full in acquirer books and not proportionately with the A&L of
acquirer) ** If something relates to the current yr, it is an expense. If it is a re-
enactment, or related to the past, use Opening RE and NCI. Allocate to
On acquisition date, NCI measured at: NCI its share.
(1) Fair Value - % X FV of acquiree (as a whole)
Need reliable measure of FV of NCI. Usually mkt share price or Subsequent impairment of goodwill (from previous yr)
valuation technique. Excludes control premium paid by acquirer to Dr Opening RE Dr NCI Cr Goodwill
obtain control. Includes NCIs share of goodwill in acquiree.
or (2) Proportionate share of FV of INA - % X FV of INA 2. Analytical check on NCI
Excludes NCI share of goodwill in acquiree Listings approach find NCI balance as at end of yr
** usually use alternative 1 NCI balance at acquisition date
NCI share of past impairment
In consolidated FS on acquisition date: NCI share of past depreciation on under-valued fixed assets
Assets (BV of acquirer assets + FV acquiree INA + Goodwill) NCI share of tax on past depreciation
- Liabilities (BV acquirer liabilities + FV acquiree identifiable liab) NCI share of COS of undervalued inventory
= Equity (acquirer equity + NCI interests in acquiree) NCI share of tax on past cost of sales
NCI share of post-acquisition RE
Goodwill in assets of acquirer | Residual amt Share of profit for current year
premium paid for synergies | Values depend on alternative in Dividend received
calculating NCI | expectation of future economic benefits, integral to = NCI balance at end of period
entity as a whole, not separable | Unidentifiable asset (should not
include unrecognized identifiable A&L measurement errors) | NCI Reconciliation
Overpayment is not substantiated by future economic benefits- gives (1) BV of NIA at end of period or shareholders book equity
rise to day 1 impairment losses, recognize immediately + (2) Unamortised balance of FV adj at end of period of assets
Core Goodwill or Internally generated goodwill: Synergies of (after taxes) (e.g. 8/10 X 80% X 1mil)
acquirees assets, FV of acquiree > FV acquiree net assets = Adjusted shareholders equity
Fair Value of Synergies or Combination Goodwill: Synergies X NCI %
among grp entities, FV of grp > sum of indiv entities = NCI share of equity Alt 2
Alt 1 include NCI share of goodwill Alt 2 Exclude NCI share + (3) Goodwill attributable to NCI (less impairment in yr) Alt 1
of goodwill (usually assume it is alt 1 if not mentioned) (4) Add in intangible asset after taxes if any, if it was previously
Goodwill = 100% FV of acquiree + control premium FV INA unrecognized in the acquire books
= Total FV consideration (include control premium) + FV NCI on = NCI balance at end of period
acquisition date + FV acquirers previously held equity interest
in acquiree [FV NIA of acquiree DTL effect (tax rate X (FB- Equity Accounting Entries
BV) of NIA)] There is re-enactment entries and current entries
Goodwill must be after tax effect Recognise Post-acq RE of Assoc
Journal Entries Dr Investment in A Cr Opening RE
A) Acquisition of Net assets RE of A on beg of period RE of A at acq date
On acquisition date = Change in RE after acq
1. Remeasurement gain/loss of PPE to FV X % share of ownership in A
E.g. Dr Land Cr Remeasurement gain = Share of As change in RE
2. Acquisition of biz record the exchange (Dr assets from Recognise Dividend received as a repayment of profits
acquiree, Cr contingent consideration payable at gross amt. Cash is Dr Dividends income Cr Investment in A
at net amt) all at FV Recognise share of Revaluation Reserves (after taxes)
Dr PPE Dr Intangible assets Dr Inventory Dr AR Dr Goodwill Dr Investment in A Cr Share of current RR Cr RR
Dr unamortized discount Cr Cash Cr Share capital ( given in Recognise share of past litigation losses (after-tax) if there is
exchange for acquiree) Cr Land Cr DTL Cr Loans Cr Provisions provision provided for at date of acq i.e. reversal entry
Cr AP Cr Contingent consideration payable (gross amt) Dr Investment in A Cr Opening RE (opening RE as it is past)
On subsequent reporting date Adjustment of unrealized profit from past years
1. Depreciation expense, amortization and impairment loss Dr Opening RE Cr Investment in A
2. Inventory sold Adjust for past depreciation
Dr COGS Cr Inventory Dr Investment in A Cr Opening RE
3. Interest expense on contingent consideration Share of current profit in Associate
Do amortization table, interest is on carrying amt Dr Investment in A (P-BS) Cr Share of profit in A (P-IS)
Dr Interest expense Cr unamortised discount or Dr Investment in A Cr Share of tax in A Cr Share of profit in A
4. Settlement of contingent consideration
Dr Loss on settlement (diff between settlement amt & expected Profit before tax for yr of A
value) Dr Contingent consideration (expected value) Cr Cash + Excess depn/amort
B) Acquisition of subsidiary + Gain on settlement on litigation loss
Dr or Cr to individual A&L of the subsi is to adjust BV to FV + Current year impairment loss
(i.e. elimination of investment entry is repeated as long as the = Adj profit before tax of A X % ownership in A
investment exists) = Share of adj profit before tax of A
Remember to Dr Goodwill & Dr RE into the assets!
Tax expense of A
Cr Contingent liability (tax rate X FV-BV of NIA), RE, Investment + tax on excess depn/amort
in subsi (total FV consideration), FV NCI - tax on COS of undervalued inventory
subsequent reporting period record depreciation etc = Adj tax of A X % ownership in A
Gain on bargain purchase = Share of adjusted tax of A
Recognise immediately as profit or Loss
Cr Gain from bargain purchase (I/S) ** Or can just take As NPAT and +/- after-tax amounts of the
As BV > FV DTA is resulted Dr DTA adjustments. Then multiplied by % ownership in A
Gain from bargain purchase
= consideration trf + FV NCI FV NIA DTA (tax rate X NIA) EA Checks
Listings Approach
Chapter 4- Accounting for biz combi and NCI Investment in A at cost + all the EAs = Investment in A at end of year
Asset substitution: Elimination of investment in subsidiary and Analytical Check
substitute with identifiable assets and liabilities. Residual is goodwill
- prevents double counting of assets
- In grp or consol FS, Investment account is zero
NCI alternative 2
(1) Present ownership interests in subsi (at % of NIA)
(2) Potential ownership interests in subsi (at FV e.g. options)
Reconciliation of NCI
(1) BV of NIA at end of period +
(2) Unamortised balance of FV adj at end of period of assets
(after taxes)
= Adjusted shareholders equity
X NCI %
= NCI share of equity Alt 2
+ Goodwill attributable to NCI (less impairment in yr) Alt 1
= NCI balance at end of period
Week 4 Chapter 5
- Eliminate intragroup trxn and bal, as P/L is unrealized or unearned
until asset is sold to a third party.
- Elimination also applies to unrealized P/L attributable to NCI
- Adjust tax effect of unrealized P/L due to carrying amt DTL DTA
- Balances with associates are not eliminated, they dont from grp.
Unrealized P/L eliminated only to the extent of investors interest
- Sometimes cost of borrowing is capitalized into cost of asset.
Hence interest if expensed when asset is amortized, depreciated or
sold
--> need to calculate diff between grp and legal entitys depreciation
amt. and adjust depn amt during consol
- Inventory should be carried at lower of cost and NRV
- When inventory is finally sold to third party, COS should be OC
when transacted with unrelated third parties. Not the transfer price
(TP-OC) in remaining inventory is eliminated
- Frm grp perspective, depreciation calculated based on OC and not
TP. If there is a revision of useful or change in estimates, it is with
reference to carrying amt of OC.
- Opening RE of legal entities NOT EQUAL to consol opening RE
due to timing differences in income recognition- need to do consol
adjustments so consol opening RE = end of last yr consol RE
Downstream sale
- Unrealized profit in parents books
- NCI share of profit in S is unaffected
Upstream Sale
- Unrealized profit in S books- affect both P and NCI share
- NCI share of unrealized P/L adjusted from carrying amt of asset
Equity Method
1. Transactions with assoc not eliminated as they are not subsi of
investor
e.g. No need to do EA for interco loans s
2. For trxn, only do EA when there is a bottom-line effect on PL of
group and only recognize to the extent of investors interest
3. Div seen as a repayment of profits more timely recognition of
profits
reduce investment account
4. Recognise OCI and PL effects
5. Initially recognize at cost and subsequently changes in share of
net assets in associate
Consolidated CF statement
OCF, ICF, FCF all reflect CF transactions with third parties
eliminate intragroup settlements, borrowings etc
IFRS 7
Net cash paid on acquisition or net cash received on sale of
subsi has to be accompanied by supplementary info on all
assets and liabilities acquired or disposed
Investing Activities
Have to disclose carrying amount of net assets of a subsi
disposed
- net cash received will be shown as investing cash inflow
- Realisation of FCTR OCI reclassified to PL on divestment
Financing Activities
- Div paid by parent
- Div paid by subsi to NCI
- capital contributions by NCI
- Purchase of additional interests in subsi without change in
control
- Proceeds from NCI for reduction in interests in subsi
without change in control
only include proceeds/(purchase) from changes in
interests without change in control as these are owner
transactions, not considered investing activities
FRS 7
cash flows in foreign currency (legal entity) translated to
functional currency in a manner consistent to FRS 21
temporal or remeasurement method
1. Cash Flows from foreign currency transactions
translated at spot rate (consistent with accounting
for monetary items)
e.g. Non-monetary expenses depreciation X historical rate
THIS IS WRONG
Translation of OCF:
(NPAT X spot rate) +/- (Non-cash adj X Spot rate) +/-
(ending EC X CR 1) (beg WC X CR 0)
this is not equals to (Ending WC beg WC) X Spot
rate
should not use closing rate AT ALL
Cash Balances
Beg bal of cash
+ Collections AR - Fixed asset purchases - AP Payments -
operating Expenses - interest expenses tax (ave rate)
div (actual rate)
+ FCTR (bal fig between End bal USD and SGD using CR 1)
= End Bal of cash
dont include inv purchases though it is a cash item to
avoid double counting. Since purchases is recorded in
accounts payable, only the cash payments from accounts
payable is shown as cash payment.
End FCTR
Beg Bal FCTR + changes in FCTR (total A-L of FCTR) = End
FCTR (79,080)
FRS 12:32
Exchange gain on interco loan considered as gain on net
investment in subsidiary. Loan deemed as an extension of
net investment.
Exchange gain taken to FCTR
tax expense on the exchange gain taken to equity
Only exchange gain is reclassified to investment, loan is
not.
Loan still has to be eliminated
Reclassification of exchange gain (after-tax)
Dr Exchange gain on loan
Cr FCTR
Cr Tax expense