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ACCA FR商誉：Consideration paid

文章来源：ACCA全球官网

发布时间：2021-09-08 11:38

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Accounting for goodwill is a key part of business combinations and is therefore regularly examined as part of the Financial Reporting(FR)exam.Goodwill arises when one entity(the parent company)gains control over another entity(the subsidiary company)and is recognised as an asset in the consolidated statement of financial position.Under IFRS 3,Business Combinations,this is classified as an intangible asset with an indefinite life,which means it is subject to an annual impairment review and not annual amortisation.

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In the FR exam,this can be worth many marks and contain many forms of adjustment.Each of these lines will be looked at in turn for the major elements which need to be included.

Consideration paid

The consideration paid for a subsidiary can take many forms.The common situations arising in the FR exam are that the parent pays for the subsidiary in cash immediately,in cash payable in the future(deferred consideration),in cash payable in the future but where that payment is dependent on certain events(contingent consideration),or through an issue of its own shares to the original shareholders of the subsidiary.In addition to this,candidates will need to know the correct treatment for professional fees incurred as part of the acquisition.

Cash consideration

This is the simplest amount of consideration and represents the cash already paid by the parent as part of the acquisition.You will be told this and it will usually be included in the‘investments’line of the parent’s statement of financial position and simply needs to be moved into the goodwill calculation.

Deferred consideration

This is cash payable in the future and needs to be recognised initially at present value.For the FR exam,if the amount is payable in one year,the candidate will be given a discount rate(%)and be asked to calculate this.If the amount is payable in more than one year,the candidate will be given a discount factor as a decimal.The key is to initially recognise the amount payable at present value in goodwill and as a liability.

As time elapses,the discount on the liability must be unwound as the payable date approaches.The unwinding of the discount on the liability is done by increasing the liability and recording a finance cost.A key thing to note here is that goodwill is unaffected,as goodwill is only calculated at the date control is gained.

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Laldi Co acquired control of Bidle Co on 31 March 20X6,Laldi Co’s year end.The purchase consideration included$200,000 payable on 31 March 20X7.An appropriate discount rate for use is 6%.

Required:

Calculate the amount of deferred consideration to be recognised at 31 March 20X6 and explain how the unwinding of any discount should be accounted for.

Answer

The goodwill calculation would include deferred consideration of$188,679 being$200,000 x 1/1.061.This would also be included in the consolidated statement of financial position at 31 March 20X6 as a current liability.

In the year ended 31 March 20X7,this discount of$11,321($188,679 x 6%)would then be unwound and recorded as a finance cost in the statement of profit or loss.The full liability of$200,000 would be settled on 31 March 20X7,consisting of the$188,679 originally recognised plus the$11,321 of finance costs.

Contingent consideration

In the FR exam,this will take the form of a future cash amount payable dependent on a set of circumstances.In accordance with IFRS 3,this must be recognised initially at fair value(which will be given in the exam).This fair value is added to the consideration as part of the goodwill calculation and recognised as a provision in liabilities in the consolidated statement of financial position.

Any subsequent movement in the potential amount payable is treated like a movement in a provision under IAS 37 Provisions,Contingent Liabilities and Contingent Assets.Any increase or decrease in the amount payable is reflected in the liability and recorded in the parent’s statement of profit or loss.Again,it is key to note that the initial calculation of goodwill is unaffected as this is calculated on the date control is gained.

Share consideration

This is a tricky calculation but is common in the FR exam.It is likely that this amount will not yet have been recorded,testing the candidate’s knowledge of how the transaction is to be recorded.To do this,a candidate needs to work out how many shares the parent company has issued to the previous shareholders(owners)of the subsidiary as part of the acquisition.To work out the value given to the previous owners,the number of shares issued is multiplied by the parent’s share price at the date of acquisition.This full amount is then added to the consideration paid total.The amount then also needs to be added to the parent’s share capital and other components of equity(share premium)to reflect the shares issued(see Example 3 later in the article).

Acquisition costs

All acquisition costs,such as professional fees(legal fees,accountant fees etc),must be expensed in the statement of profit or loss and not included in the calculation of goodwill.Often in the FR exam this will have been recorded incorrectly,perhaps included in the statement of financial position as part of the cost of investments,and you need to make a correcting adjustment.

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