Business Combination Flashcards
Other Term for BUSCOM
True mergers or merger of equals
Meaning of Business in BUSCOM
- Integrated set of activities and assets… generating income
- kahit walang output, business pa rin
Scope of PFRS 3
joint arrangement - X
pooling of interest - X
not a business - X
mutual entities - ✓
contract alone (stapling) - ✓
Classification of Business Combination
Horizontal vs Vertical vs Conglomerate
Horizontal - same industry (competitor)
Vertical - different level (supplier/buyer)
Conglomerate - unrelated industries
Classification of Business Combination
Acquisition of Net Assets (Merger and Consolidation)
ABM and C
- always 100% (No NCI)
- A + B = A or B (Merger)
- A + B = C (Consolidation)
Classification of Business Combination
Acquisition of Stocks
Will the companies be dissolved?
- may be 100% (no NCI) or less than 100% (with NCI)
- companies involved will not be dissolved
Control
ALL criteras must be met (PERA)
- Power over investee
- Exposure / Rights - to returns
- Ability - to use power over investee
Preferred Stock vs Common Stock
Percentage in Common Stok
Preferred
- no control regardless of % because doesn’t have voting rights
Common
- If 19% and below - FV
- If 20% to 50% - significant influence
- If 51% and above - control
Classification of Business Combination
As to Accounting Methods
Pooling of Interest - under common control
Purchase Method - PFRS for SMEs
Acquisition Method - Full PFRS
4 Steps in Acquisition Method
- Acquirer
- Acquisition Date (when control is obtained)
- FVINA and NCI (FV @ acquisition date)
- Goodwill / GBP
Exceptions in Recognition and Measurement of FVINA
- contingent liability (even if not probable)
- indemnification assets (need AFDA)
- reacquired rights (intangible asset = amortized)
- leases (acquiree is lessee)
- employee benefits and share-based payment
- NCAFS
- income taxes and insurance contracts
Issues in Step 3
Intangible Asset (R&D, Customer List, Employee Skills, Goodwill in Books)
R&D
- regardless if R or D, if in-process = FAIR VALUE
- subsequently = PAS 38
Customer List, Brand, Mastheads
- allowed = FAIR VALUE
Employee Skills, Future Contracts
- not allowed
Goodwill in Books of Acquiree
- not part of FVINA
Issues in Step 3
Provisional Fair Values (remeasurement period)
Within Period (1 year from acquisition date)
- charged to goowill / GBP
Beyond Period
- charged to P/L
Consideration Transferred
what value to use?
fair value (not book)
Contingent Consideration
CC is equity (Date of Acquistion vs Subsequent, Happen vs Not Happen)
Date of Acquisition
- credit SP-CC
Subsequent
- NOT remeasured
Event Happen
- close SP-CC (balancing figure is SP then RE)
Event didn’t Happen
- close SP-CC (move to Share Premium)
Contingent Consideration
CC is cash (Date of Acquistion vs Subsequent, Happen vs Not Happen)
Date of Acquisition
- credit EL-CC
Subsequent
- due to facts @ date of acquisition
- adjust EL-CC + adjust goodwill/GBP
- due to facts after
- adjust EL-CC + remeasurement G/L
Event Happen
- close EL-CC (balancing figure is P/L)
Event didn’t Happen
- close SP-CC (partnered with P/L)
FV of Previously Held Interest
other term
FV vs Book Value
BC achieved in stages
FV vs Book Value (Gain or Loss on Remeasurement)
- if FVPL = P/L
- if FVOCI = OCI (UG/UL to Retained Earnings)
NCI
what method is it present?
two methods
- present only in acquisition of stocks
- FV and Proportionate Method
- FV = CT/Interest x NCI % (with NCI in the goodwill)
- Proportionate = FVINA x NCI%
Treatment for Costs
DACs, IDACs, Listing Fee
expensed
Treatment for Costs
Debt / Bond Issue Cost
deducted to debt
Treatment for Costs
Stock Issuance Cost
- SP from issuance
- SP from previous issuance
- Retained Earnings
Treatment for Goodwill
subject to impairment
What to do with GBP?
- Reassess net assets
- Recognize GBP
Appearance of Goodwill/GBP in FS
Acquisition of Net Assets vs Acquisition of Stocks
Acquisition of Net Assets
- appear immediately in FS
Acquisition of Stocks
- only in CONSOLIDATED FS
PFRS vs SME
Goodwill - not amortized | amortized
DACs - expenses | capitalized
Method for NCI - FV and Prop.| Prop. only
Restructuring Provision
not part of business combination