03/08/2021

Bộ môn KẾ TOÁN TÀI CHÍNH

NỘI DUNG
Chương 3 1. Loại trừ khoản đầu tư vào công ty con
2. Kế toán lợi ích cổ đông không kiểm
soát theo IFRS 3
3. Phân bổ chênh lệch giá trị hợp lý
KẾ TOÁN HỢP NHẤT KINH 4. Lợi thế thương mại sau ngày mua
DOANH SAU NGÀY MUA
THEO IFRS 3

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Bộ môn KẾ TOÁN TÀI CHÍNH

Elimination of Investment Account
What the parent is paying for

Share of book Share of

Consideration excess of fair
value of
transferred by Goodwill
subsidiary’s + value over +
parent = net assets at book value of
acquisition identifiable net
date assets
LOẠI TRỪ KHOẢN ĐẦU
Eliminated against
subsidiary’s share
capital, pre-acquisition

TƯ VÀO CÔNG TY CON retained earnings and

pre-acquisition other
equity items
• Investment account is eliminated
– To ensure that the investment account must be zero
– Substituted with subsidiary’s identifiable net assets and goodwill (residual)
– Rationale: Avoid recognizing assets in two forms (investment in parent’s
statement of financial position and individual assets and liabilities of subsidiary)
33 4

Loại trừ khoản đầu tư Illustration 1: Elimination of Investment

Phần lợi ích Phần lợi ích
Giá phí của tập đoàn
Illustration
của tập đoàn
hợp nhất trong chênh LTTM On 8 August 2010, Parent Co. bought 100% interest in subsidiary for
= trong giá trị +
kinh lệch GTHL + $200,000. At the date of acquisition, Subsidiary Co. had the following:
ghi sổ của
doanh công ty con tài sản thuần
tại ngày mua của công ty
con tại ngày Share capital: $50,000
mua Retained earnings: $30,000
Ghi giảm vốn cổ phần,
lợi nhuận giữ lại và Equity: $80,000
các thành phần khác
của VCSH của công ty At acquisition date, Subsidiary Co. had an unrecognized intangible
con trước ngày mua
asset had a fair value of $50,000. Tax rate was 20%
• Loại trừ khoản đầu tư vào công ty con:
– Để đảm bảo khoản đầu tư vào công ty con =0
– Thay thế bởi tài sản thuần có thể xác định được (tài sản – nợ phải trả) và LTTM
– Lý do: tránh tài sản được ghi 2 lần dưới 2 hình thức (Khoản đầu tư trên BCTC của
công ty mẹ và tài sản/ NPT của công ty con). 5 6

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Illustration 1: Elimination of Investment Illustration 1: Elimination of Investment

Consolidation Consolidated Statement of financial
Parent Subsidiary Note 1:
adjustments position
Dr Cr Increase in other net assets due to recognition of intangible asset 50,000
Assets Decrease in other net assets due to recognition of deferred tax liability (10,000)
Investment in
200,000 200,000 0 Net increase in other net assets 40,000
Subsidiary
Goodwill (Note 2) 80,000 80,000
Other net assets Note 2:
300,000 80,000 50,000 10,000 420,000
(Note 1)
Goodwill is excess of the investment amount over the FV of identifiable net assets
500,000 80,000 130,000 210,000 500,000
Investment in Subsidiary 200,000
Book value of equity or net assets (80,000)
Equity Fair value of intangible asset 50,000
Share capital 100,000 50,000 50,000 100,000 Book value of intangible asset 0
Retained earnings 400,000 30,000 30,000 400,000 Excess of fair value over book value 50,000
500,000 80,000 80,000 0 500,000 Deferred tax effects (10,000)
210,000 210,000 (40,000)
Goodwill 80,000

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Bộ môn KẾ TOÁN TÀI CHÍNH

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
210,000
10,000
210,000
KẾ TOÁN LỢI ÍCH CỔ
Re-enacting CJE
ĐÔNG KHÔNG KIỂM
• Building blocks of consolidation worksheet are the legal entity financial
SOÁT THEO IFRS 3
statements of parent and subsidiary
• CJE 1 has to be re-enacted at each reporting date as long as Parent has
control over subsidiary
• Each consolidation process is a fresh-start approach

9 10
10

Non-controlling Interest Analysis of Non-Controlling Interests

• NCI only arises in consolidated financial statements where:

Share of book
– one or more subsidiaries are not wholly owned by the parent Balance of Share of
value of
non- book value of Unimpaired
(IFRS 10) remaining (FV
controlling = subsidiary’s + + goodwill
– BV) of
• NCI are entitled to their share of retained earnings of the interests at equity at
identifiable
attributable
reporting reporting to NCI
subsidiary from incorporation net assets at
date date
– No distinction between pre-acquisition and post-acquisition reporting date
retained earnings for NCI
• Same applies to OCI • The analysis of non-controlling interests enables us to efficiently assess
– NCI collectively have a share of accumulated OCI arising from the balance of non-controlling interests
incorporate date to the current date
• Another method of arriving at the non-controlling interests is to build up
• NCI are normally a credit balance the balance chronologically through the consolidation process
– Share of residual interests in the net assets of a subsidiary
11 12
– Total equity (parent’s and NCI) = Assets – Liabilities

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Reconstructing NCI on Statement of Reconstructing NCI on Statement of

Financial Position Financial Position
• At each reporting date, group will re-create NCI account in the
Incorporation Date of Beginning of End of current
consolidated financial statement by recognizing the sequential build
date acquisition current year year up:
– As of acquisition date
NCI have a share of NCI have a share of NCI have a share of
– From acquisition date to beginning of the current period
1. Share capital 1. Change in share capital 1. Profit after tax
– During the current period
2. Retained earnings 2. Change in retained 2. Current amortization of
earnings fair value differential
3. Other equity
4. Fair value
3. Change in other equity 3. Current impairment of • Known as the “re-enactment process” of the attribution of equity to
goodwill
differentials 4. Past amortization of fair NCI
value differential 4. Dividends as a
5. Goodwill repayment of profits
5. Past impairment of
goodwill 5. Change in other equity

13 14

Accounting for NCI under IFRS 3 Non-Controlling Interests’ Share of Goodwill

• Equity on the consolidated statement of financial position must • IFRS 3 Para 19 allows NCI to be measured in either of two ways
include both the interests of equity owners of the parent company
and NCI of partially owned subsidiaries Non-controlling interests

• NCI is an equity item and must be separately shown from the equity
of the owners of the parent company

• Asset and liabilities of the subsidiary must be reported in full Measured at Fair
value at acquisition
date (include
goodwill)
“ Fair value basis”
Measured as a
proportion of the
recognized amounts of
the identifiable assets as
at acquisition date

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Non-Controlling Interests’ Share of Goodwill Non-Controlling Interests’ Share of Goodwill

• Under the fair value basis: • Under the fair value option:
– FV is determined by either the active market prices of subsidiary’s – Journal entry to record NCI at fair value (re-enacted each year):
equity share at acquisition date or other valuation techniques
Dr Share capital of subsidiary
– 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) Dr Retained earnings at acquisition date
– NCI comprises of 3 items: Dr Other equity at acquisition date
Dr FV differentials (FV – BV)
Non-controlling Dr Goodwill (Parent & NCI)
interests
Dr/Cr Deferred tax asset / (liability) on fair value adjustment
Cr Investment in subsidiary
Cr FV differentials (BV – FV)
Share of Cr Non-controlling interests (At fair value)
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 Non-Controlling Interests’ Share of Goodwill

• Under the 2nd option: • Under the 2nd option:

– NCI is a proportion of the acquiree’s identifiable net assets (i.e. not full – Journal entry to record NCI (re-enacted each year):
fair value)
– NCI comprises of 2 items: Dr Share capital of subsidiary
Dr Retained earnings at acquisition date
Non-controlling Dr Other equity at acquisition date
interests Dr FV differentials (FV – BV)
Dr Goodwill (Parent’s goodwill only)
Dr/Cr Deferred tax asset / (liability) on FV adjustment
Cr FV differentials (BV – FV)
Share of Cr Investment in S subsidiary
Share of book value unamortized Non-controlling interests
of identifiable net assets of FV adjustments Cr (NCI % × FV of identifiable net assets)
(FV – BV)
19 20

Illustration 3:
Non-Controlling Interests’ Share of Goodwill
Non-Controlling Interests’ Share of Goodwill
NCI measured as a The FV of NCI that owned 10% of Subsidiary A as at 31 Dec
NCI measured at FV proportion of the 20×1(Acquisition date) was $25,000. The financial statements of
acquiree’s identifiable Subsidiary A as at acquisition date are as shown below. Subsidiary A
net assets had unrecognized intangible assets with fair value of $40,000. Tax rate
is 20%. Determine NCI’s good will as at acquisition date.
Book value of net assets

Subsidiary A’s Statement of Financial Position as at 31 December 20×1:

Fair value – Book value of Net assets 160,000

net assets
Share Capital 140,000
Retained Earnings 20,000
Goodwill
Equity 160,000

21 22

Illustration 3:
Non-Controlling Interests’ Share of Goodwill
Allocation to Non-controlling Interests
Fair value of NCI 25,000 1. Allocation of the change in equity from date of
Fair value of identifiable net assets acquisition to the beginning of the current period
Book value of equity 160,000
Dr Retained earnings (NCI % × in RE from acquisition date to
Fair value of intangible assets 40,000
beginning of current period)
Deferred tax on intangible assets (8,000) 192,000 Cr NCI (B/S)

• No distinction between pre-acquisition or post-

NCI's share of FV of identifiable net assets (10%) 19,200
acquisition profits
NCI's goodwill (25,000 – 19,200) 5,800 • To transfer the NCI’s share of subsidiary’s retained
Under alternative basis where NCI are measured as a proportion of the
earnings to NCI
recognized amounts of the identifiable assets as at acquisition date:
 NCI’s goodwill is zero
 Amount to be recognized as NCI is $19,200 only

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Allocation to Non-controlling Interests Allocation to Non-controlling Interests

2. Allocation of current profit after tax to NCI (P/L)
3. Allocation of dividends to NCI
Dr Income to NCI • Reverses the profit and loss effects of dividends in
Cr NCI (P/L) consolidated income statement
• Attribution of profit to NCI is not expense item and should not be • A repayment of profits by a subsidiary
shown above the profit after tax line
• Reduces the NCI’s residual stake in the net assets
• Without attribution, retained earnings of the group would be over- of the subsidiary
stated and NCI’s share of equity would be under-stated
• The same attribution principle applies to Other Comprehensive
Income (OCI) – NCI are attributed their share of OCI arising during a
period Dr Dividend income (Parent)
 Examples: Revaluation surplus or deficit on property, PPE and Dr NCI (Equity)
intangible assets etc.
Cr Dividends declared (Subsidiary)

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Bộ môn KẾ TOÁN TÀI CHÍNH

Phân bổ chênh lệch giá trị hợp lý
Tại ngày mua:
• Khi điều chỉnh giảm Khoản đầu tư vào công ty
con, đồng thời đã ghi nhận:
- Chênh lệch tài sản thuần của công ty con giữa
PHÂN BỔ CHÊNH LỆCH GTHL và GTGS tại ngày mua
GIÁ TRỊ HỢP LÝ - Các Tài sản, Nợ phải trả tiềm tàng chưa được
ghi nhận tại công ty con trước ngày mua
(sau ngày mua) - Tài sản thuế hoãn lại/ Thuế hoãn lại phải trả
xuất phát từ việc điều chỉnh, ghi nhận các
khoản mục trên
27
27
- Lợi thế thương mại 28

Phân bổ chênh lệch giá trị hợp lý Phân bổ chênh lệch giá trị hợp lý
Vào những năm sau: Vào những năm sau:
• Việc xóa bỏ ghi nhận TS, NPT của công ty con • Việc ghi giảm Khoản đầu tư vào công ty con,
(do đã sử dụng, đã thanh toán,..) sẽ được xác chênh lệch giá trị hợp lý ngày mua và phân bổ
định trên cơ sở GTHL tại ngày mua. Vì vậy: sau ngày mua được lặp lại mỗi khi lập BCTCHN
- Giá trị phân bổ, trích khấu hao, Giá vốn hàng cho đến khi:
bán của các tài sản được xác định theo GTHL - Thanh lý khoản đầu tư vào công ty con; hoặc
tại ngày mua - Mất quyền kiểm soát công ty con
- Giá trị khoản nợ phải trả khi thanh toán được
xác định theo GTHL tại ngày mua

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Illustration 2:
Phân bổ chênh lệch giá trị hợp lý Amortization of Fair Value Differentials
Vào những năm sau: • P Co. paid $6,200,000 and issued 1,000,000 of its own shares to
– Phương pháp mua chỉ ghi nhận giá trị hợp lý tại ngày acquire 80% of S Co. on 1 Jan 20×5
• Fair value of P Co’s share is $3 per share
mua
• Fair value of net identifiable assets is as follows:
– Tài sản thuần trên BCTC riêng ghi theo GTGS, vì vậy
Book value Fair value Remaining useful life
việc phân bổ, trích khấu hao hay thanh lý sau ngày mua Leased property 4,000,000 5,000,000 20 years
được điều chỉnh trên sổ hợp nhất: In-process R&D 2,000,000 10 years
Other assets 1,900,000 1,900,000
Giá trị ghi sổ GTHL của
+ Điều chỉnh =
Liabilities (1,200,000) (1,200,000)
chi phí đã chi phí trên Contingent liability (100,000)
chênh lệch chi
ghi nhận BCTC hợp Net assets 4,700,000 7,600,000
phí (FV – BV)
trên BCTC nhất Share capital 1,000,000
riêng Retained earnings 3,700,000
Điều chỉnh trên sổ hợp Shareholders’ equity 4,700,000

nhất 31 32

Illustration 2: Illustration 2:
Amortization of Fair Value Differentials Amortization of Fair Value Differentials
Additional information: • Consideration transferred = Cash consideration + Fair value
• Contingent liability of $100,000 was recognized as a provision loss of share issued
by the acquiree in legal entity financial statement on Dec 20×5 = $6,200,000 + (1,000,000 × $3)
= $9,200,000
• FV of NCI at acquisition date was $2,300,000
• Net profit after tax of S Co. for 31 Dec 20×5 was $1,000,000 • Deferred tax liability = 20% × ($7,600,000 − $4,700,000)
• No dividends were declared during 20×5 = $580,000
• Shareholders’ equity as at 31 Dec 20×5 was $5,700,000
• Goodwill = Consideration transferred + NCI – Fair value of net
identifiable assets, after-tax
Q1 : Prepare the consolidation adjustments for P Co. for 20×5 = $9,200,000 + $2,300,000 – ($7,600,000 − $580,000)
Q2 : Perform analytical check on balance of NCI as at 31 Dec 20×5 = $4,480,000

33 34

Illustration 2: Illustration 2:
Amortization of Fair Value Differentials Amortization of Fair Value Differentials
• P’s share of goodwill = Consideration transferred – 80% × Fair Consolidation adjustments for 20×5
value of net identifiable assets, after tax
CJE 1: Elimination of Investment in Subsidiary
= $9,200,000 – 80% × $7,020,000
= $9,200,000 – $5,616,000 Dr Share capital 1,000,000
= $3,584,000 Dr Opening retained earnings 3,700,000
Dr Leased property 1,000,000
Dr In-process R&D 2,000,000
• NCI’s share of goodwill = Consideration transferred – 20% × Fair
Dr Goodwill 4,480,000
value of net identifiable assets, after tax
Cr Contingent liability 100,000
= $2,300,000 – 20% × $7,020,000 Cr Deferred tax liability (net) 580,000
= $2,300,000 – $1,404,000 Cr Investment in S 9,200,000
= $896,000 Cr Non-controlling interests 2,300,000

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Illustration 2: Illustration 2:
Amortization of Fair Value Differentials Amortization of Fair Value Differentials
CJE 2: Depreciation and amortization of excess of FV over book value
CJE 3: Reversal of entry relating to provision for loss
Dr Depreciation of leased property (P/L) 50,000
Dr Amortization of in-process R&D (P/L) 200,000 Dr Provision for loss 100,000
Cr Accumulated depreciation 50,000 Cr Loss expense 100,000
Cr Accumulated amortization 200,000 Note: Contingent liability was already recognized in CJE 1. The
recognition by the acquiree in its legal entity financial statement
Under dep. by Under amort. by
$50k
results in double counting; hence this reversal entry is necessary
$200k
Dep exp:
$50,000 CJE 4: Tax effects on CJE 2 & CJE 3
Amort exp:
Dep. of
Amort. of $200,000 Dr Deferred tax liability (net) 30,000 20% * (200k
$200,000 $250,000 R&D + 50k − 100k)
leased
$0 Cr Tax expense 30,000
property
Based on
Based on Based on FV
Based on FV book value
book value
37 38

Illustration 2: Illustration 2:
Amortization of Fair Value Differentials Amortization of Fair Value Differentials
Explanatory note to CJE 5:
CJE 5: Allocation of current year profit to non-controlling interests (NCI) • NCI have a share in the extinguishment of the initial FV differences
Dr Income to NCI 176,000 and in the impairment of goodwill.
Cr NCI 176,000 • Net profit after tax represents that increase in the book value of
equity of the subsidiary
Net profit after tax 1,000,000 • Other adjustments relate to the extinguishment of the FV
Excess depreciation (50,000) differentials
Excess amortization (200,000) • NCI have a share of $176,000 of adjusted profit which represents
Reversal of loss from contingent liability 100,000 – Increase in book value
Tax effects on FV adjustments 30,000 – Decrease in fair value differentials
Adjusted net profit 880,000
NCI’s share (20%) 176,000

39 40

Illustration 2: Illustration 2:
Amortization of Fair Value Differentials Amortization of Fair Value Differentials
Utilizing the Analytical approach to determine NCI balance:
Q2 : Perform an analytical check on the balance of NCI as at 31 Dec
NCI balance:
20×5
NCI at acquisition date (CJE1) $2,300,000
Income allocated to NCI for 20×5 (CJE 5) 176,000
NCI as at 31 Dec 20×5 $2,476,000 1st Step: reconstruct the balance of non-controlling interest as at 31
Dec 20×5
Utilizing the Listing approach to determine NCI balance:
Book value of identifiable net assets as at 31 Dec 20×5 $5,700,000
Unamortized balance of fair value adjustments as at 31 Dec 20×5:
NCI as at acquisition date (CJE 1) 2,300,000
Leased property ($1,000,000 × 19/20) 950,000
In-process R&D ($2,000,000 × 9/10) 1,800,000 Income allocated to NCI for 20×5 (CJE5) 176,000
After-tax unamortized balance at 80% 2,200,000
NCI as at 31 December 20×5 2,476,000
Adjusted net assets of S Co. $7,900,000
NCI at 20% 1,580,000
Goodwill attributable to NCI 896,000
NCI as at 31 Dec 20×5 $2,476,000
42
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Illustration 2: Bộ môn KẾ TOÁN TÀI CHÍNH

Amortization of Fair Value Differentials

2nd step: reconcile the balance to the three components that NCI have -

Non-controlling
interests

Share of book value

Share of
Share of
LỢI THẾ THƯƠNG MẠI
SAU NGÀY MUA
Unamortized
of net assets unimpaired goodwill
FV adjustment

$5,700,000 × 20% ($1,000,000 × 19/20 $896,000 = $2,476,000

+ × 80% × 20%) +
+
= $1,140,000
($2,000,000 × 9/10 ×
80% × 20%) =
$440,000
43 44
44

Goodwill Impairment Test Goodwill Impairment Test

1. Carrying amount:
• IAS 36: Goodwill has to be reviewed annually for impairment loss – Net assets of the cash-generating unit
– It includes entity goodwill attribute to parent and NCI
– Reviewed as part of a cash-generating unit (CGU)
2. Recoverable amount:
• CGU is the lowest level at which the goodwill is monitored for – IAS 36 allows the higher of the below two metrics to determine
recoverable amount:
internal management purposes and
+ FV less cost to sell (an arms-length measure)
− Uses market based inputs or market participants’ assumptions in the
• Not larger than a segment determined under IFRS 8 Operating valuation process

Segments + Value-in-use (VIU)

− Present value of future net cash flows
− Uses internal or entity-specific input to determine the future cash flows
– Goodwill will be allocated to each of the acquirer’s CGU, or group − VIU likely to be more discretionary as assumptions about future cash flows
are required
of CGUs
45 46

Goodwill Impairment Test Goodwill Impairment Test

Steps for impairment test
3. If carrying amount > recoverable amount
– Impairment loss is first allocated to goodwill Determine the carrying amount of the CGU
– Then to other assets in proportion to their individual
carrying amounts Determine the recoverable amount of the CGU
– Impairment tests to be carried out on annual basis;
regardless of whether indications of impairment exists Recoverable amount: Higher of fair value or value in use

– Impairment once made is not reversible, as it may result

in the recognition of internally-generated goodwill which If carrying amount ≤ If carrying amount ≥
is prohibited under IAS 38 recoverable amount recoverable amount

Allocate impairment loss

No impairment loss
to goodwill first and
balance to other net assets
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Illustration 4:
Goodwill Impairment Test Goodwill Impairment Test
NCI as a proportion of
NCI at FV at acquisition Company × has 80% ownership in a CGU with identifiable net assets of
identifiable net asset at
date $6 million as at 31 Dec 20×1. The recoverable amount of the CGU as
acquisition date
an entity was $5 million as at that date. Determine the impairment loss
Goodwill on consolidation Includes NCI’s goodwill Excludes NCI’s goodwill
of goodwill in the CGU under two alternative measurement basis:
Goodwill has to be
Goodwill is allocated to grossed up to include
cash-generating unit NCI’s share (a) NCI measured at FV at acquisition date. Goodwill recognized by
Carrying amount of cash- without further adjustment CGU was $1.2 million
generating unit Notionally adjusted (b) NCI measured as a proportion of FV of identifiable net assets at
goodwill acquisition date. Goodwill recognized by CGU was $1 million
= Recognized
goodwill/parent’s interest
Impairment loss is shared
between parent and NCI Impairment loss is borne
Impairment loss on the same basis on only by parent as goodwill
which profit or loss is for NCI is not recognized
allocated 49 50

Illustration 4: Illustration 4:
Goodwill Impairment Test Goodwill Impairment Test
Question (a) Question (b)
Goodwill Identifiable net assets Total
Goodwill Identifiable net assets Total
Carrying amount 1,000,000 6,000,000 7,000,000
Carrying amount 1,200,000 6,000,000 7,200,000
NCI's stet share of goodwill 250000 (20% × $1 million/0.8) 250,000
Recoverable amount 5,000,000
Notionally adjusted carrying
Impairment loss 1,200,000 1,000,000 2,200,000 amount 1,250,000 6,000,000 7,250,000
Recoverable amount 5,000,000
Impairment loss borne by Impairment loss 1,250,000 1,000,000 2,250,000
Parent and NCI 1,200,000 1,000,000 2,200,000
Impairment loss recognized 1000000 (80% × $1.25 million) 1,250,000 1,250,000

Explanatory notes:
Explanatory notes:
• Goodwill allocated to a CGU to enable comparison between carrying
• Since comparison is done against the carrying amount of assets of a CGU,
amount of all assets of the unit and recoverable amount
goodwill is regrossed under alternative (b) to show theoretical goodwill as at
• Goodwill attributable to NCI is included under recognized goodwill (no
date of acquisition
further adjustment is required)
• NCI unrecognized share of goodwill is included
51 52

KEÁT THUÙC CHƯƠNG 3

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