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)