Afar04 Business Combinations Mergers Reviewers
Afar04 Business Combinations Mergers Reviewers
TOPIC OUTLINE
Basic Concepts and Introduction
LECTURE NOTES
BASIC CONCEPTS AND INTRODUCTION
DEFINITION
A business combination is a transaction or other event in which an acquirer obtains control of one or more
businesses.
Transactions sometimes referred to as "true mergers" or "mergers of equals" are also business
combinations as that term is used in PFRS 3.
Essential elements in the definition of a business combination are:
(1) Control
Control is the power to govern the financial and operating policies of an entity so as to obtain benefits
from its activities.
Control is normally presumed to exist when the acquirer holds more than 50% interest (QUANTITATIVE
THRESHOLD) in the acquiree voting rights. However, this is only a presumption because control can be
obtained in some other ways, such as when (QUALITATIVE THRESHOLD):
(a) The acquirer has the power to appoint or remove the majority of board of directors of the
acquiree.
(b) The acquirer has the power to cast the majority of votes at board meetings or equivalent bodies
within the acquiree.
(c) The acquirer has power over more than half of the voting rights of the acquiree because of an
agreement with other investors
(d) The acquirer controls the acquiree’s operating and financial policies because of law or an
agreement.
An acquirer may obtain control of an acquiree in variety of ways, for example:
(a) by transferring cash or other assets
(b) by incurring liabilities
(c) by issuing equity securities
(d) by providing more than one type of consideration
(e) without transferring consideration, including by contract alone
(2) Business
A business is defined as "an integrated set of activities and assets that is capable of being conducted
and managed for the purpose of providing a return in the form of dividends, lower costs or other
economic benefits directly to investors or other owners, members or participants".
CLASSIFICATION OF BUSINESS COMBINATION
ACCORDING TO STRUCTURE (BUSINESS POINT OF VIEW)
(a) Horizontal Integration – this type of business combination is one that involves companies within the
same industry that have been previously competitors.
(b) Vertical Integration - this type of business combination take place between two companies involved in
the same industry but at different levels. It normally involves a combination of a company and its
supplier or customers.
(c) Conglomerate Combination – is one involving companies in unrelated industries having little, if any,
production or market similarities for the purpose of entering into a new market or industry.
(d) Circular Combination – entails some diversification, but does not have a drastic change in operation as
a comglomerate.
Goodwill is recognized as an asset while gain on bargain purchase is presented as gain in profit or loss.
NOTE: NCI and Previously held equity interest in the acquiree are to be discussed on the next topic.
Consideration transferred
The consideration transferred may include assets or liabilities of the acquirer that have carrying amounts
that differ from their fair values at the acquisition date.
The following are the considerations that the acquirer may transfer or incur and their proper measurement:
(1) Cash or other monetary assets – The fair value is the amount of cash or cash equivalent dispersed.
(2) Deferred payment – the fair value to the acquirer is the amount the entity would have to borrow to
settle their debt immediately. Basically, the amount should be at present value.
(3) Non-monetary assets - Their fair values on acquisition date.
(4) Equity instruments – If an acquirer issues its own shares as consideration, it will need to determine the
fair value of those shares at the date of exchange.
(5) Debt instruments or liabilities undertaken – The fair values of liabilities undertaken are best measured
by the present value of future cash flows.
(6) Contingent consideration – The acquirer shall recognize the acquisition-date fair value of contingent
consideration. Changes that are result of the acquirer obtaining additional information about facts and
circumstances that existed at the acquisition date, and that occur within the measurement period
(which may be a maximum of one year from the acquisition date) are recognized as adjustments
against the original accounting for the acquisition (in other words are adjusted in goodwill). Changes
resulting from events after the acquisition date are not measurement period adjustments. Such
changes are therefore accounted for separately from the business combination.
Recognition and Measurement of Acquired Assets and Liabilities
Recognition Principle
On acquisition date, the acquirer recognizes the identifiable assets acquired and liabilities assumed. To
qualify for recognition, the identifiable assets and liabilities must meet the definition of assets and liabilities
in the Conceptual Framework for Financial Reporting.
Unidentifiable assets are NOT RECOGNIZED. Examples of which are as follows:
• Goodwill recorded by acquiree prior to the business combination
• Assembled workforce
• Potential contracts that the acquiree is negotiating with prospective mew customers at the acquisition
date.
Measurement Principle
1. The acquirer shall measure the identifiable assets acquired and the liabilities assumed at their
acquisition-date fair value.
2. For each business combination, the acquirer shall measure any non-controlling interest in the acquiree
either at: a. Fair value
b. The non-controlling interest's proportionate share of the acquiree's identifiable net assets.
Specific Recognition Principle
(1) Operating Leases
Acquiree is the lessee
General Rule: The acquirer does not recognize any assets or liabilities related to an operating lease in
which the acquiree is the lessee.
Exception: The acquirer determines whether the terms of each operating lease in which the acquiree
is the lessee are favorable or unfavorable
If the terms of the lease relative to market terms is:
Favorable – the acquirer recognizes an intangible asset.
Unfavorable – the acquirer recognizes a liability.
Acquiree is the lessor
If the acquiree is the lessor, the acquirer does not recognize any separate intangible asset or liability
regardless whether the terms of the operating lease are favorable or unfavorable when compared with
market terms.
If the initial accounting for business combination is incomplete by the end of the reporting period in which
the combination occurred, the acquirer can use provisional amounts to measure any of the following for
which the accounting is incomplete:
• Consideration transferred
• NCI in the acquiree
• Previously held equity interest in the acquiree
• Identifiable assets acquired and liabilities assumed
Within 12 MONTHS FROM THE ACQUISITION DATE (the measurement period), the acquirer retrospectively
adjusts the provisional amounts for any new information obtained that provides evidence of facts and
circumstances that existed as of the acquisition date, which if known would have affected the measurement
of the amounts recognized on that date. Any adjustment to a provisional amount is recognized as an
adjustment to goodwill or gain on bargain purchase.
ACCOUNTING FOR COSTS OF BUSINESS COMBINATION
Acquisition-related Costs Examples Treatment
Professional fees paid to
accountants, legal advisors, valuers
Direct Costs and other consultants (finders and Expensed as incurred
brokerage fees) to affect the
combination
General and administrative costs,
Indirect Costs including the costs of maintaining an Expensed as incurred
internal acquisitions department
transaction costs such as stamp
duties, professional adviser's fees, Debit to APIC or Share
Cost of Issuing Equity Securities
underwriting costs and brokerage Premium Account
fees
Deducted from Carrying
Cost of Issuing Debt Securities Bond issue costs Amount of Financial
Liability
PFRS FOR SMEs
FULL PFRS PFRS for SMEs
Accounting Method
PFRS 3 requires the use of ACQUISITION PFRS for SMEs requires the use of PURCHASE
METHOD METHOD
Acquisition Related Costs
Expensed except for costs of issuing debt or Included in the cost of business combination
equity securities except for costs of issuing debt or equity securities
Operating Lease
PFRS 3 has a specific provision for operating PFRS for SMEs has no specific provision for
leases. operating leases.
Intangible Assets Acquired
Recognized if the intangible asset is either (a)
separable or (b) arises from legal or Recognized if its fair value can be measured
contractual right reliably
Contingent Liabilities
Recognized if it is a present obligation and its Recognized if its fair value can be measured
DISCUSSION EXERCISES
STRAIGHT PROBLEMS:
1. On January 1, 2019, ALABAMA CORP. acquired all the assets and assumed all of the liabilities of ALABANG
INC. As of this date, the carrying amounts and fair values of the assets and liabilities of ALABANG
acquired by ALABAMA are shown below:
Carrying amounts Fair value
Petty cash fund 10,000 10,000
Receivables 200,000 120,000
Allowance for doubtful accounts (30,000)
Inventory 520,000 350,000
Building – net 1,000,000 1,100,000
Goodwill 100,000 20,000
Payables 400,000 400,000
On the negotiation for the business combination, ALABAMA incurred transaction costs amounting to
P100,000 for legal, accounting and consultancy fees.
REQUIREMENTS:
(a) If ALABAMA paid P1,500,000 cash as consideration for the assets and liabilities of ALABANG, how
much is the goodwill or gain or bargain purchase on the business combination?
Consideration transferred P1,500,000 Fair value of net identifiable assets
(P1,580,000 – P400,000) (1,180,000)
Goodwill P320,000
(b) If ALABAMA paid P1,000,000 cash as consideration for the assets and liabilities of ALABANG, how
much is the goodwill or gain or bargain purchase on the business combination?
Consideration transferred P1,000,000 Fair value of net identifiable assets
(P1,580,000 – P400,000) (1,180,000)
Goodwill P180,000
(c) If ALABAMA is an SME and paid P1,500,000 cash as consideration for the assets and liabilities of
ALABANG, how much is the goodwill or gain or bargain purchase on the business combination?
Consideration transferred (P1,500,000 + 100,000) P1,600,000 Fair value of net
identifiable assets (P1,580,000 – P400,000) (1,180,000)
Goodwill P420,000
2. On January 1, 2020, ALASKA CORP. acquired all the assets and assumed all the liabilities of CONDENSADA
CORP for the following considerations:
• Cash of P200,000 plus an installment payment of P1,000,000 on December 31, 2020. The
incremental borrowing rate of ALASKA is 5% per annum. (Round-off present value factors in 2
decimal places)
• Bonds payable with a face value of P500,000. At the acquisition date, the bonds are trading at
110. The bonds are classified as financial liability at amortized cost.
• ALASKA agreed to pay additional P200,000 on January 1, 2022 if the average income of
CONDENSADA during the 2-year period of 2020 – 2022 exceeds P10 million per year. The
expected value is P200,000 calculated based on the 40% probability of achieving the target
average income.
As of this date, the carrying amounts and fair values of the assets and liabilities of CONDENSADA are
shown below:
Carrying amounts Fair value
(a) Compute the amount of goodwill arising from the business combination.
Consideration transferred:
Cash P200,000
Patent 200,000
Buildings (net)
LIABILITIES & EQUITY
(4) Assume that ARIZONA acquires the net assets of ARENA and it is an SME.
Consideration transferred:
Cash P300,000
Direct costs 10,000 Issuance of shares (5,000 shares x P20) 100,000
• CALIFORNIA’s share capital consists of 3,000 ordinary shares with par value of P100 per share.
REQUIREMENTS: Compute for the following:
(1) Number of shares issued by ARKANSAS
Increase in ARKANSAS’ share capital P100,000
Divided by ARKANSAS’ par value
Number of shares issued
(2) Fair value per share of the shares issued
Fair value of consideration transferred 1,000,000
Divided by number of shares issued
Acquisition date fair value
(3) Goodwill recognized on acquisition date
Consideration transferred 1,000,000
Fair value of identifiable net assets (1,600,000 – 900,000) Goodwill
(4) Retained earnings of the combined entity immediately after the business
combination P800,000
MULTIPLE CHOICE: (THEORIES)
1. S1: Under PFRS 3, the acquirer is the entity that obtains control of the acquiree. In a business
combination effected primarily by transferring cash or other assets, or by incurring liabilities, the
acquiree is usually the entity that transfers the cash or other assets, or incurs the liabilities.
S2: Under PFRS 3, the acquisition date should always be the closing date.
A. True, falseC. False, false
B. False, trueD. True, true
2. Under PFRS 3, which of the following statements is incorrect?
A. The acquirer shall recognize the acquisition-date fair value of any contingent consideration as
part of the consideration transferred in exchange for the acquiree. The acquirer shall classify the
obligation to pay the contingent consideration as either liability or equity.
B. If the resulting amount in the computation of goodwill is "negative", the acquirer shall recognize
a "gain on bargain purchase" as a contra asset account.
C. The acquirer shall account for acquisition-related costs as expenses in the period in which the
costs are incurred, except the costs of issuing debt and equity securities.
D. Under PFRS 3, the acquirer shall account for each business combination under acquisition
method.
3. Which of the following is not an exception from the recognition principle of items acquired in business
combination under PFRS 3?
A. Deferred taxes C. Employee benefits B. Contingent liabilities D. Non-current asset
held for sale
8. Under PFRS 3, contrary to PAS 37, what is the recognition principle of contingent liability assumed in a
business combination?
A. The acquirer shall recognize as of the acquisition date a contingent liability assumed in a
business combination if it is a present obligation that arises from past events and its fair value
can be measured reliably even only reasonable possible.
B. The acquirer shall recognize a contingent liability assumed in a business combination at the
acquisition date only if it’s probable that an outflow of resources embodying economic benefits
will be required to settle the obligation.
C. The acquirer shall recognize a contingent liability assumed in a business combination at the
acquisition date only if it is virtually certain that an outflow of resources embodying economic
benefits will be required to settle the obligation.
D. The acquirer shall recognize a contingent liability assumed in a business combination at the
acquisition date only if it is remote that an outflow of resources embodying economic benefits
will be required to settle the obligation.
D. None of these
11. During the current year, an entity acquired another entity in a transaction properly accounted for as a
business combination. At the time of the acquisition, some of the information for valuing assets was
incomplete. How should the acquirer account for the incomplete information in preparing the financial
statements immediately after the acquisition?
A. Record the uncertain items at the carrying amount of the acquiree.
B. Do not record the uncertain items until complete information is available.
C. Record a contra account to the investment account for the amount involved.
D. Record the uncertain items at a provisional amount measured at the date of acquisition.
12. The contingent consideration of the acquired entity shall be recognized at fair value. The existence of
contingent consideration is often reflected in a lower purchase price. Recognition of such contingent
consideration shall
A. Increase the value attributed to goodwill, thus increasing the risk of impairment of goodwill.
B. Decrease the value attributed to goodwill, thus decreasing the risk of impairment of goodwill.
C. Decrease the value attributed to goodwill, thus increasing the risk of impairment of goodwill.
D. Increase the value attributed to goodwill, thus decreasing the risk of impairment of goodwill.
13. Which of the following accounting treatments for costs related to business combination is incorrect?
A. Acquisition related costs such as finder’s fees; advisory, legal, accounting, valuation and other
professional and consulting fees; and general administrative costs, including the costs of
maintain an internal acquisitions department shall be recognized as expense in the Profit/Loss in
the periods in which the costs are incurred.
B. The costs related to issuance of stock or equity securities shall be deducted/debited from any
share premium from the issue and any excess is charged to “share issuance cost” reported as
contract-equity account against either (1) share premium from other share issuances or (2)
retained earnings
C. The costs related to issuance of financial liability at fair value through profit or loss shall be
recognized as expense while those related to issuance of financial liability at amortized cost shall
be recognized as deduction from the book value of financial liability or treated as discount on
financial liability to be amortized using effective interest method.
D. The costs related to the organization of the newly formed corporation also known as
preincorporation costs shall be capitalized as goodwill or deduction from gain on bargain
purchase.
14. After this type of business combination, the acquired entity ceases to exist as a separate legal or
accounting entity. The acquirer records in its accounting records the assets acquired and liabilities
assumed in the business combination.
A. stock acquisition
B. acquisition of control without transfer of consideration
C. combination of mutual entities
D. asset acquisition
15. How is goodwill or gain from bargain purchase computed?
A. The difference between the consideration transferred, including non-controlling interest in the
acquiree, and the acquisition-date fair value of net identifiable assets acquired.
B. The difference between the purchase price and the acquisition-date fair value of net identifiable
assets acquired.
C. The difference between the sum of (a) consideration transferred; (b) non-controlling interest in
the acquiree; and (c) acquisition-date fair value of the acquirer’s previously held equity interest
in the acquiree; and the acquisition-date fair value of net identifiable assets acquired.
D. The excess of the acquisition-date fair value of net identifiable assets acquired and there
carrying amounts in the acquiree's books.
16. The costs of issuing debt securities in a business combination are
A. expensed
B. included in the initial measurement of the debt securities issued
C. accounted for like a “discount" on liability
D. b and c
17. A business combination may be legally structured as a merger, a consolidation, an investment in
stock, or a direct acquisition of assets. Which of the following best describes a business combination
that is legally structured as a merger?
A. The surviving company is one of the two combining companies
B. The surviving company is neither of the two combining companies
C. An investor-investee relationship is established
D. A parent-subsidiary relationship is established
18. Which is true?
I The acquiree is the entity that obtains control after the business combination. II
The acquisition date in a business combination is normally the closing date.
A. I only C. Both I and II
B. II only D. Neither I nor II
19. Which is false?
I According to PFRS 3 Business Combinations, a “gain on a bargain purchase” (or ‘negative
goodwill) is recognized as an allocated deduction to the net identifiable assets acquired in the
year of business combination
II An intangible asset that is unrecorded by the acquiree may nevertheless be recognized by the
acquirer in a business combination.
A. I only C. Both I and II
B. II only D. Neither I nor II
20. Consider the following
I The two important elements in the definition of business combination under PFRS 3 are
“business” and “combination.”
II Under PFRS 3 Business Combinations, business combinations are accounted for using the
purchase method.
A. True, true C. False, false
B. True, falseD. False, true
PROBLEMS
Use the following information in answering the next item(s):
CALIFORNIA CORP. acquired the net assets of CALA INC. by issuing 10,000 ordinary shares with par
value of P10 and bonds payable with face amount of P500,000. The bonds are classified as financial
liability at amortized cost.
At the time of acquisition, the ordinary shares are publicly quoted at P20 per share. On the other hand,
the bonds payable, classified as financial liability at amortized cost, are trading at 110.
CALIFORNIA paid P10,000 share issuance costs and P20,000 bond issue costs. CALIFORNIA also paid
P40,000 acquisition related costs and P30,000 indirect costs of business combination. Before the date
of acquisition, CALIFORNIA and CALA reported the following data:
CALIFORNIA CALA
Current assets 1,000,000 500,000
Noncurrent assets 2,000,000 1,000,000
Current liabilities 200,000 400,000
Noncurrent liabilities 300,000 500,000
Ordinary shares 500,000 200,000
Share premium 1,200,000 300,000
Retained earnings 800,000 100,000
At the time of acquisition, the current assets of CALIFORNIA have fair value of P1,200,000 while the
noncurrent assets of CALA have fair value of P1,300,000. On the same date, the current liabilities of
CALA have fair value of P600,000 while noncurrent liabilities of CALIFORNIA have fair value of
P500,000.
1. What is the goodwill or gain on bargain purchase arising from business combination?
A. 50,000 goodwill
B. 150,000 gain on bargain purchase
C. 120,000 goodwill
D. 70,000 gain on bargain purchase
2. What total amount should be expensed as incurred at the time of business combination?
A. 20,000 C. 30,000
B. 70,000 D. 50,000
3. What is CALIFORNIA’s amount of total assets after the business combination?
A. 4,520,000 C. 4,750,000
B. 4,810,000 D. 4,440,000
4. What is CALIFORNIA’s amount of total liabilities after the business combination?
A. 2,240,000 C. 2,320,000
B. 2,150,000 D. 2,130,000
5. COLORADO INC. paid P300,000 for the outstanding common stock of COLOR CORP. At that time,
COLOR had the following condensed balance sheet:
Carrying amounts
Current assets P 40,000
Plant and equipment, net 380,000
Liabilities 200,000
Stockholders’ equity 220,000
The fair value of the plant and equipment was P60,000 more than its recorded carrying amount. The
fair values and carrying amounts were equal for all other assets and liabilities. What amount of
goodwill, related to COLOR’s acquisition, should COLORADO report in its consolidated balance sheet?
A. P20,000 C. P60,000
B. P40,000 D. P80,000
6. On October 1, 20X8, FLORIDA INC. acquired 100% of FLOUR CORP. for P275,000. On that date, the
carrying values of FLOUR's assets and liabilities were P450,000 and P200,000, respectively. The fair
values of FLOUR's assets and liabilities were P550,000 and P200,000, respectively. Additionally, FLOUR
had identifiable intangible assets at the time of acquisition with a fair value of P60,000. What is the
gain to be reported on FLORIDA's December 31, 20X8 consolidated income statement?
A. P0 C. P75,000
B. P25,000 D. P135,000
7. GEORGIA CORP. issues 390,000 shares of its own P10 par ordinary shares for the net assets of
GEORGY INC. in a merger consummated on August 30, 2014. On this date, the GEORGIA stock is
quoted at P12 per share. Balance sheets for the combining entities at August 30, 2014 just before
combination are as follows:
GEORGIA GORGY
Current assets P14,400,000 P1,200,000
Plant and Property 17,600,000 5,200,000
P32,000,000 P6,400,000
Liabilities P9,600,000 P1,600,000
Ordinary shares, P10 par 16,000,000 2,400,000
Share premium 2,400,000 800,000
Retained earnings 4,000,000 1,600,000
P32,000,000 P6,400,000
GEORGIA also paid finder's fees of P50,000; as well as indirect expenses of P30,000. The cost of
registering and issuing the stocks is P150,000.
The amount of Retained Earnings on the balance sheet to be presented by GEORGIA at August 30,
2014 will be
A. P4,040,000 C. P5,070,000
B. P4,950,000 D. P5,600,000
Use the following information in answering the next item(s):
HAWAII INC. decided to acquire the net assets of HELLO CORP. on January 1, 2014 in exchange for
50,000 of its own shares with a par value of P4.00 and a market value of P4.50 per share. HAWAII’s
stockholders' equity at this date showed Share Capital of P400,000 Share Premium of P500,000 and
Retained Earnings of P300,000. Additional costs incurred were: consultancy fees, P50,000 and cost of
registration of stocks, P27,000. The balance sheet of HELLO just before combination follows:
Book Value Fair Value
Current assets P152,500 P142,500
Plant assets 230,000 201,000
Goodwill 25,000
P407,500
Liabilities P95,000
Share capital200,000 Share premium 65,000 Retained
earnings
8. How much will be the share premium shown in the shareholders' equity post combination?
A. P423,000 C. P498,000
B. P489,000 D. P500,000
9. How much will be the retained earnings presented in the shareholders' equity post combination?
A. P215,700 C. P271,500
B. P253,700 D. P273,500
10. How much will be the total shareholders' equity post combination?
A. P1,175,300 C. P1,371,500
B. P1,357,100 D. P1,713,500
11. On June 30, 2013 INDIANA CORP. issued 100,000 shares of its P20 par value common stock for the net
assets of INDIAN INC. The market value of INDIANA's common stock on June 30 was P36 per share.
INDIANA paid a fee of P100,000 to the broker who arranged this acquisition. Costs of SEC registration
and issuance of the equity securities amounted to, P50,000. Contingent consideration determined to
be paid after acquisition amounts to P 120,000.
What amount should INDIANA capitalize as the cost of acquiring INDIAN's net assets.
A. P3,700,000 C. P3,720,000
B. P3,650,000 D. P3,750,000
12. The stockholders' equities of KANSAS INC. and KANSER CORP. at July 1, 2013 were as follows:
KANSAS KANSER
Capital stock, P100 par P15,000,000 P8,000,000
Additional paid in capital 2,000,000 4,000,000
Retained earnings 6,000,000 3,000,000
On July 2, 2013, KANSAS issued 150,000 of its shares with a market value of P120 per share for the
assets and liabilities of KANSER, and KANSER was dissolved. On the same day, KANSAS paid P50,000
for professional fees and P100,000 for SEC registration of equity securities.
After the combination, what is the total stockholders' equity of KANSAS?
A. P41,000,000 C. P41,150,000
B. P40,850,000 D. P40,900,000
13. MONTANA CORP. will issue common shares with a par value P10 for the net assets of HANA CORP.
MONTANA's common stock has a current market value of P40 per share. HANA's statement of financial
position on the date of acquisition follow:
Current assets P320,000 Common stock, P5 par P80,000
Property and equipment 880,000 Additional paid in capital 320,000
Liabilities 400,000 Retained earnings 400,000
HANA's current assets are appraised at P400,000 and the property and equipment was also appraised
at P1,600,000. Its liabilities are fairly valued. Accordingly, MONTANA issued shares of its common
stock with a total market value equal to that of HANA's net assets including goodwill.
To recognize goodwill of P200,000, how many shares were to be issued by MONTANA
A. 45,000 C. 50,000
B. 40,000 D. 55,000
14. MARYLAND INC. was merged into JOSEPHLAND INC. in a combination properly accounted for as an
acquisition. Their condensed statement of financial position before the combination are:
MARYLAND JOSEPHLAND Current assets
P3,288,000 P1,627,600
Property and equipment, net 4,654,000 1,040,000 Patents
260,000 Total assets P7,942,000 P2,927,000