AFAR - Part 2
AFAR - Part 2
AFAR - Part 2
Introduction
A business combination occurs when a corporation and one or more other businesses are brought
together as a single entity to carry on the activities of the previously separated enterprises. It is the
result of the acquiring of control of one or more enterprise by another enterprise, or the union of
ownership interests of two or more entities.
Further, an investment in OCS creates a parent-subsidiary relationship, the purchasing entity (parent)
and the entity acquired (subsidiary) continue to function as separate entities and maintain accounting
records on a separate legal basis. The respective FS of the parent and subsidiary are converted into
consolidated FS that reflect the financial position and the results of operation of the combined entity.
All majority-owned subsidiaries in which a parent has controlling financial interest thru direct/indirect
ownership of a majority voting interest should be consolidated. Consolidated FS are more meaningful
than separate statements and are usually necessary for fair presentation when one of the companies in
the group directly/indirectly has controlling financial interest in the other companies.
A group of entities presents financial information about their activities as if it was a single economic
entity, such FS are known as consolidated FS. Consolidated FS are prepared on the basis that the group is
a single economic entity, by aggregating the transactions and balances of the parent and all its
subsidiaries. A group is simply a collection of entities, where one, the parent, controls the activities of
the others, the subsidiaries.
Recent Developments
In November 2004, the Accounting Standards Council (ASC) has approved the adoption of IFRS No. 3,
Business Combination, issued by the IASB, as PFRS. It was originally published as the outcome of the
IASBs first phase of its business combination project, which set out that all business combinations
should be recognized using the purchase method of accounting.
The second phase was undertaken by the US FASB, and addressed the application of the purchase
method. The second edition of IFRS No. 3 published in January 2008 replaces the term purchase
method with acquisition method. The revised version should be applied for business combination that
has acquisition date on or after the beginning of the first annual accounting period beginning July 1,
2009. However, it is also permitted to an entity whose annual reporting period begins June 30, 2007.
In June 2008, the FRSC has approved the adoption of revised IFRS 3, Business Combination; and IAS
Consolidated and Separate Financial Statements, issued by the IASB. The revised standards will
supersede the existing PFRS 3 and PAS 27, effective July 1, 2009. Entities are permitted to adopt the
revised standards earlier. The revised PFRS 3 and PAS 27 have been forwarded to the BOA and PRC for
approval.
1. ACQUISITION OF ASSETS The acquiring corporation must negotiate with management to obtain
that assets/assume the liabilities of the company being acquired in exchange for cash, securities or
other consideration. Upon consummation, the acquired company ceases to exist as a separate
economic, legal, and accounting entity. The surviving corporation records in its books the assets and
liabilities of the acquired company. This results in automatic consolidation for the current and
subsequent periods. Acquisition of assets and assumption of liabilities may either be:
a. Statutory merger: A Corp. + B Corp. = A/B Corp.
b. Statutory consolidation: A Corp. + B Corp. = Z Corp.
Definition
Business combination is a transaction or event in which an acquirer obtains control of one or more
businesses. Control is one party, or number of parties, has the power over another to govern its financial
and operating policies so as to obtain the benefits from its activities. In a straightforward business
combination, resulting in a parent-subsidiary.
Consolidated financial statement is the financial statement of a group presented as those of a single
economic entity.
Control is the power to govern the financial and operating policies of an enterprise so as to obtain
benefits from its activities.
Reverse acquisition occurs when the legal subsidiary has this form of control over the legal parent. The
usual circumstance creating a reverse acquisition is where the legal parent obtains ownership of the
equity of the legal subsidiary but, as part of the exchange transaction, it issues voting equity as
consideration for control of the combined entity.
Scope
PFRS 3 does not apply to the following transactions:
Formation of a joint venture.
Acquisition of an asset or group of assets that does not constitute a business; and
A combination between entities or business under common control.
Method of Accounting
All business combinations must be accounted for using the acquisition method. The pooling of interest is
strictly prohibited. The acquisition method consists of:
Acquirer is the entity that obtains control of the other combining entities/businesses. Indicators that a
party is an acquirer are as follows:
FV of one entity is significantly greater than the other enterprises; the larger entity is deemed the
acquirer.
Is effected by an exchange of voting stock for cash; the entity paying cash is the acquirer.
Management of one enterprise is able to dominate selection of management of the combined
entity; the dominant entity is the acquirer.
Control (50% or more voting power) is the power to govern the financial and operating policies of an
entity so as to obtain benefits from its activities. Even when more than one half of the voting rights is not
acquired, control may be evidenced by power:
Over more than of the voting rights by virtue of an agreement with other investors;
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To govern the financial and operating policies of the other enterprise under a statute or an
agreement;
To appoint or remove the majority of the members of the BOD; or
To cast the majority of votes at a meeting of the BOD.
Once an investment ceases to fall within the definition of a subsidiary, it should be accounted for as an
associate under PAS 28, or as joint venture under PAS 31, or as an investment under PAS 39, whichever is
appropriate.
Loss of Control:
A parent may lose control of a subsidiary thru:
- Sale;
- Distribution; or
- Other transaction/event in which it takes no part (expropriation, administration, bankruptcy)
When control is lost a gain/loss is recognized in P/L.
Step Acquisitions
Business combination leading to acquisition accounting applies only at the point where control is
achieved. Step acquisition is illustrated below:
a. When the acquirer has pre-existing equity interest in the entity acquired, control is achieved when
the acquirer increases its interest. Thus, business combination is achieved in stages. In this case, it
must remeasure previously held equity interest in the acquiree at acquisition date FV and recognize
the resulting gain/loss, if any, in P/L.
b. Once control is achieved, all other increases/decreases in ownership interests are treated as
transactions among equity holders and reported within equity. Goodwill does not arise on any
increase, nor is gain/loss recognized
c. on any decrease.
d. NCI is measured on acquisition date under one of the two options permitted by the revised PFRS 3,
par. 19.
Reverse Acquisitions
This occurs when the entity that issues securities (legal acquirer) is identified as the acquiree for
accounting purposes. The entity whose equity interests are acquired (legal acquiree) must be the
acquirer for accounting purposes for the transaction to be considered a reverse acquisition.
Acquisition date is defined as the date on which the acquirer obtains control of the acquiree. This is also
the date where the acquirer legally transfers the consideration, acquires the assets and assumes the
liabilities of the acquiree-the closing date.
Acquisition Related Costs are costs the acquirer incurs to effect a business combination.
Cost of Issuing Debt Cost of Issuing Contingent
Direct Costs Indirect Costs
Securities Equity Securities Consideration
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Finders fee General Legal and Transaction costs According to par.
Advisory, legal, administrative accounting fees such as stamp 39 of revised PFRS
accounting, costs, including Broker duties, 3, the
valuation and the cost of commissions professional consideration
other maintaining an Printing and advisers fees, transferred in the
professional and internal engraving costs underwriting costs form of an
consulting fees acquisitions Registration fees and brokerage fees asset/liability, the
department Promotional fees acquirer shall
recognize the
Accounting Treatment acquisition FV of
Expensed outright in the periods in Bond issue costs These costs are contingent
which the costs are incurred and the shall be included in debited to consideration as
services received. the initial APIC/share part of the
measurement of the premium as consideration
financial liability. reduction in share transferred.
Thus, BIC is a capital.
deduction from the
Bonds Payable.
Recognition:
Par. 10, revised PFRS 3 requires that at acquisition date, the acquirer shall recognize, separately from
goodwill, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in
the acquiree.
Par. 13 also states that the acquirer may recognize some of the assets and liabilities that the acquiree
had not previously recognized in its FS such as acquired intangible assets.
Measurement:
Par. 18, revised PFRS 3 requires that identifiable assets acquired and liabilities assumed are
measured at acquisition date FV. One problem that may arise is that initial accounting for business
combination may be incomplete by the end of the reporting period. Thus, if provisional amounts are
used, the latter should be adjusted to FV when the amounts can be determined after the end of the
reporting period. However, the measurement period in which the adjustments can be made cannot
exceed one year after the acquisition date.
Recognition:
When the acquirer obtains control in the acquiree.
Measurement:
Par. 9 revised PFRS 3 states that any NCI in the acquiree is measured either at:
- FV (using full goodwill approach); or
- NCIs proportionate share of the acquirees identifiable net assets (using partial goodwill
approach).
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Balance Sheet Presentation:
NCI should be presented in the consolidated BS within equity, but separate from the parents SHE.
The revised standard requires an entity to attribute their share of total comprehensive income to the
NCI even if this results in deficit balance.
a. In a statutory merger and statutory consolidation, the comparison should be between the following:
i. Consideration transferred; and
ii. Acquirers interest in the net FV of the acquirees identifiable assets acquired and liabilities
assumed.
i > ii Goodwill
i < ii Gain on acquisition
It is only normal that Goodwill may arise from business combination. However, Gain on acquisition only
arises in exceptional circumstances. Therefore, before determining that a gain has arisen, the acquirer
has to:
- Reassess whether it has correctly identified all of the assets acquired and all of the liabilities
assumed. The acquirer should recognize any additional assets or liabilities that are identified in that
review.
- Any balance should be recognized as profit or loss.
b. For acquisition of shares/stock acquisition, the comparison should be between the following:
i. The sum of:
- The FV of the consideration transferred.
- The recognized amount of any NCI.
- In a Step Acquisition: the FV of any previously held equity interest in the acquiree.
ii. The acquisition date recognized FV amount of the identifiable assets acquired and liabilities
assumed.
Option 1: Full Goodwill method where there is NCI share in the goodwill.
i > ii
Option 2: Partial Goodwill method where NCI has no share in the goodwill.
Option 1: Any excess that remains is recognized as a gain, attributable only to the
i < ii acquirer.
Option 2: Gain on acquisition is recognized in P/L.
Objectives of Revised PAS 27, in relation to Revised PFRS 3; is setting standards in:
Preparation and presentation of consolidated FS for a group of entities under the control of a parent;
and
Consolidated Accounts:
The consolidated accounts should include all of the parents subsidiaries, both foreign and domestic.
There is no exemption for a subsidiary:
- Whose business is of a different nature;
- That operates under severe long-term restrictions impairing the subsidiarys ability to transfer
funds to the parent; and
- That had previously been consolidated and that is now being held for sale.
Special purpose entities (SPEs) should be consolidated where the substance of the relationship
indicates that it is controlled by the reporting entity.
Consolidated Procedures:
Intragroup balances, transactions, income, and expenses should be eliminated in full. Intragroup
losses may indicate that impairment loss on a related asset should be recognized.
The consolidated FS should be prepared as of the same reporting date, unless impracticable to do so.
If impracticable, adjustments must be made for effects of significant transactions/events that occur
between the dates of the subsidiaries and the parents FS. However, as in no case the difference be
more than three months.
Consolidated FS must also be prepared using uniform accounting policies for transactions/events in
similar circumstances.
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Consolidated Financial Statements:
Date of Acquisition
The investment in subsidiary should be eliminated.
Subsequent
The newly affiliated companies continue to maintain separate accounting records. Eliminations
and adjustments are simply worksheet entries. As a result, consolidation procedures are
performed every period the FS is to be presented.
Generally, the parent company carries its interest in a single account, the investment in
subsidiary account.
Accounting for investments in subsidiaries, jointly controlled entities, and associates when an entity
elects, or is required by local regulations, to present separate (non-consolidated) FS.
In the parents/investors individual FS, investments in subsidiaries, associates, and jointly controlled
entities should be accounted for either:
- At cost; or
- In accordance with PAS 39.
Are often prepared for a group of related companies (unconsolidated companies) or a group of
commonly controlled companies (one individual owns controlling interest in several corporations with
similar operations). Consolidated statements are not appropriate if there is no investment by one
affiliate in another to eliminate.
They are prepared by combining individual companies FS classifications into one set of FS. Intercompany
transactions, balances, profits/losses are eliminated in the same manner as consolidated FS. If there are
minority interests, foreign operations, different fiscal periods, or income taxes, they are treated the same
as in consolidated FS.
Introduction
An entity may carry foreign activities in two ways; it may be transactions in foreign currencies or foreign
operations. In addition, an entity may present it FS in foreign currency. The objective of PAS 21 is to
prescribe how to incorporate the activities with the FS and how to translate the FS into a presentation
currency. The principal issues are, which exchange rate to use and how to report the effects of changes
in exchange rate in the FS.
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Accounting for transactions and balances in foreign currencies, except for those derivative
transactions and balances that are within the scope of IAS 39 Financial Instruments: Recognition and
Measurement;
Translating the results and financial position of foreign operations that are included in the FS of the
entity by consolidation, proportionate consolidation, or the equity method; and
Translating an entitys results and financial position into a presentation currency. IAS 39 applies to
hedge accounting.
Definition
An Exchange Rate is a measure of how much of one currency may be exchanged for another currency
and several terms are used to describe exchange rates:
Direct quote measures how much of the domestic currency must be exchanged to receive one unit
of a foreign currency. Indirect quote measures how much of the foreign currency must be exchanged
to receive one unit of a domestic currency.
Direct Exchange Rate Indirect Exchange Rate
Buying and selling rates represent what a currency broker is willing to pay to acquire or sell a
currency, respectively.
Spot rate indicates the number of units of a currency that would be exchanged for one unit of
another currency on a given date.
Forward rate establishes the number of units of one currency to be exchanged for one unit of
another currency at a specified future date. On a given date, different forward rates may exist for the
same currency, depending on how far in the future an exchange is to take place.
- The agreement to exchange currencies at forward contract.
- Premium/discount refers to when forward rate is greater than or less than the spot rate,
respectively.
A functional currency is the currency of primary economic environment in which the entity operates and
primary economic environment is normally the one in which it primary generates and expends cash.
In a group, an entity needs to determine its own functional currency. It cannot choose its functional
currency rather the management needs to make an informed assessment of the facts. Functional
currency cannot be changed unless its underlying economic activities changes. If there is change in
functional currency, the new functional currency should be applied prospectively from the date of the
change in circumstances. The entity should not restate amounts previously recorded as these reflect the
economic reality at that time.
Practical indicators that may be considered in identifying functional currency include the following:
- The currency that mainly influences the prices at which goods and services are sold.
- The country whose competitive forces and regulations mainly influence the pricing structure for
the supply of goods and services.
- The currency in which financing is generated; and
- The currency in which cash generated from an entitys operating activities is usually retained.
The functional currency of a foreign corporation is not always the same as that of the reporting
entity/group. The overriding factor is whether the foreign operation operates independently or is merely
an extension of the entity. Where an entity is not deemed autonomous, it will have the same functional
currency of the parent.
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Presentation currency is the currency in which an entitys FS are presented. Although the overall
approach required by IAS 21 is for an entity to translate foreign currency items and transactions into its
functional currency, it is not required to present its FS using presentation currency.
Are transactions denominated in foreign currency, the settlement of which is to be made in foreign
currency. Foreign currency transactions usually involve purchases (imports) or sales of goods (exports)
whose price is stated in foreign currency. These transactions include those arising when an entity:
Forward contracts are recorded at forward rate. These contracts are considered derivative instruments
and are entered into the following purposes:
In accordance with PAS No. 39, forex gain/loss resulting from forward contracts is determined as follows:
Hedging of:
Speculation Foreign currency Foreign currency Net investment in
asset/liability commitment foreign operation
Steps to apply to a stand alone entity, an entity with foreign operations, or a foreign operation.
Translation from Functional Currency to Presentation Currency; Functional currency is not the currency
of a Hyperinflationary Economy
The results and financial position are translated into different presentation currency using the following:
Assets and liabilities for each BS presented are translated at the closing rate of that respective BS,
respectively. This would include goodwill and any FV adjustments as result of acquisition of a foreign
operation.
Income and expenses for each IS are translated at exchange rates at transaction date. However, for
practical reasons the average rate of their respective period may be appropriate unless the exchange
rates fluctuate significantly.
All resulting differences shall be recognized in equity/OCI.
Under revised PAS No. 21, only a single translation method, which is known as Current Rate/Net
Investment/Closing Rate method, will be used for foreign operations and foreign entities.
Convenience Translation
Sometimes, an entity displays its FS or other financial information by simply translating all amounts at
end-of-period exchange rates. Thus, resulting financial information does not comply with all PFRS,
particularly PAS 21. In this case, the following disclosures are required:
Clearly identify the information as supplementary information to distinguish it from the information
that complies with PFRS.
Disclose the currency in which the supplementary information is displayed.
Disclose the entitys functional currency and the method of translation used to determine the
supplementary information.
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Restatement of Financial Statements
Restatements are made by applying general price index. Monetary items that are already stated at the
measuring unit at the BS date are restated. Other items are restated based on the change in the general
price index between the date those items are acquired or incurred and the BS date.
To establish specific standards for enterprises reporting in the currency of hyperinflationary economy, so
that financial information is meaningful.
PAS No. 29 describes characteristics that may indicate that an economy is hyperinflationary. However, it
is still a matter of judgment when restatement of FS is necessary.
When an economy ceases to be hyperinflationary, it should treat the amounts expressed in the
measuring unit current at the end of the previous reporting period as basis for the carrying amount in its
subsequent FS.
In this case, the comparative amounts shall be translated into different presentation currency using the
following procedures:
Assets, liabilities, equity items, income and expenses, including comparatives, shall be translated at
the closing rate at the most recent BS date.
When prior years amounts are translated into the currency of non-hyperinflationary economy,
comparative amounts shall be those that were presented in the prior years FS.
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REFERENCES
Intermediate Accounting
By Carlos Alindada, BBA, MBA, CPA; Ester F. Ledesma, BBA, CPA, MAT; Ma. Concepcion Y. Lupisan,
BSC, MSA, CPA
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Financial Accounting, Volume 1, (2010 Edition)
By Atty. Conrado T. Valix, CPA; Jose F. Peralta, CPA, MBA, DBA; Christian Aris M. Valix, CPA, BSME
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