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| Financial Reporting Standard 3 |
INTRODUCTION
| IN1. | Financial Reporting Standard 3 Business Combinations (FRS 3) replaces FRS 1222004 Business Combinations. The IFRS also replaces the following Interpretations: | | | | * | SIC-9 Business Combinations Classification either as Acquisitions or Unitings of Interests
| | * | SIC-22 Business Combinations Subsequent Adjustment of Fair Values and Goodwill Initially Reported
| | * | SIC-28 Business Combinations 'Date of Exchange' and Fair Value of Equity Instruments.
| | | | [Reason: MASB has not adopted SIC-9, SIC-22 and SIC-28] | | | IASB's Reasons for Issuing the IFRS
| | IN2. | IAS 22 permitted business combinations to be accounted for using one of two methods: the pooling of interests method or the purchase method. Although IAS 22 restricted the use of the pooling of interests method to business combinations classified as uniting of interests, analysts and other users of financial statements indicated that permitting two methods of accounting for substantially similar transactions impaired the comparability of financial statements. Others argued that requiring more than one method of accounting for such transactions created incentives for structuring those transactions to achieve a desired accounting result, particularly given that the two methods produce quite different results. | | IN3. | These factors, combined with the prohibition of the pooling of interests method in Australia, Canada and the United States, prompted the International Accounting Standards Board to examine whether, given that few combinations were understood to be accounted for in accordance with IAS 22 using the pooling of interests method, it would be advantageous for international standards to converge with those in Australia and North America by also prohibiting the method. | | IN4. | Accounting for business combinations varied across jurisdictions in other respects as well. These included the accounting for goodwill and intangible assets acquired in a business combination, the treatment of any excess of the acquirer's interest in the fair values of identifiable net assets acquired over the cost of the business combination, and the recognition of liabilities for terminating or reducing the activities of an acquiree.
| | IN5. | Furthermore, IAS 22 contained an option in respect of how the purchase method could be applied: the identifiable assets acquired and liabilities assumed could be measured initially using either a benchmark treatment or an allowed alternative treatment. The benchmark treatment resulted in the identifiable assets acquired and liabilities assumed being measured initially at a combination of fair values (to the extent of the acquirer's ownership interest) and pre-acquisition carrying amounts (to the extent of any minority interest). The allowed alternative treatment resulted in the identifiable assets acquired and liabilities assumed being measured initially at their fair values as at the date of acquisition. The Board believes that permitting similar transactions to be accounted for in dissimilar ways impairs the usefulness of the information provided to users of financial statements, because both comparability and reliability are diminished.
| | IN6. | Therefore, this IFRS has been issued to improve the quality of, and seek international convergence on, the accounting for business combinations, including:
| | | | (a) | the method of accounting for business combinations;
| | (b) | the initial measurement of the identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination;
| | (c) | the recognition of liabilities for terminating or reducing the activities of an acquiree;
| | (d) | the treatment of any excess of the acquirer's interest in the fair values of identifiable net assets acquired in a business combination over the cost of the combination; and
| | (e) | the accounting for goodwill and intangible assets acquired in a business combination.
| | | | Main features of the FRS
| | IN7. | This FRS:
| | | | (a) | requires all business combinations within its scope to be accounted for by applying the purchase method.
| | (b) | requires an acquirer to be identified for every business combination within its scope. The acquirer is the combining entity that obtains control of the other combining entities or businesses.
| | (c) | requires an acquirer to measure the cost of a business combination as the aggregate of: the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the acquirer, in exchange for control of the acquiree; plus any costs directly attributable to the combination.
| | (d) | requires an acquirer to recognise separately, at the acquisition date, the acquiree's identifiable assets, liabilities and contingent liabilities that satisfy the following recognition criteria at that date, regardless of whether they had been previously recognised in the acquiree's financial statements:
| | | | (i) | in the case of an asset other than an intangible asset, it is probable that any associated future economic benefits will flow to the acquirer, and its fair value can be measured reliably; | | (ii) | in the case of a liability other than a contingent liability, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and its fair value can be measured reliably; and
| | (iii) | in the case of an intangible asset or a contingent liability, its fair value can be measured reliably.
| | | (e) | requires the identifiable assets, liabilities and contingent liabilities that satisfy the above recognition criteria to be measured initially by the acquirer at their fair values at the acquisition date, irrespective of the extent of any minority interest.
| | (f) | requires goodwill acquired in a business combination to be recognised by the acquirer as an asset from the acquisition date, initially measured as the excess of the cost of the business combination over the acquirer's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities recognised in accordance with (d) above.
| | (g) | prohibits the amortisation of goodwill acquired in a business combination and instead requires the goodwill to be tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired, in accordance with FRS 136 Impairment of Assets .
| | (h) | requires the acquirer to reassess the identification and measurement of the acquiree's identifiable assets, liabilities and contingent liabilities and the measurement of the cost of the business combination if the acquirer's interest in the net fair value of the items recognised in accordance with (d) above exceeds the cost of the combination. Any excess remaining after that reassessment must be recognised by the acquirer immediately in profit or loss.
| | (i) | requires disclosure of information that enables users of an entity's financial statements to evaluate the nature and financial effect of:
| | | | (i) | business combinations that were effected during the period; | | (ii) | business combinations that were effected after the balance sheet date but before the financial statements are authorised for issue; and
| | (iii) | some business combinations that were effected in previous periods.
| | | (j) | requires disclosure of information that enables users of an entity's financial statements to evaluate changes in the carrying amount of goodwill during the period.
| | | | Changes from previous requirements
| | IN8. | The main changes from FRS 1222004 are described below.
| | | Method of accounting
| | IN9. | This FRS requires all business combinations within its scope to be accounted for using the purchase method. FRS 1222004 permitted business combinations to be accounted for using one of two methods: the merger pooling of interests method for combinations classified as merger uniting of interests and the acquisition purchase method for combinations classified as acquisitions.
[Reason: FRS 1222004 used the term "œmerger method" and "acquisition method" instead of "œpooling of interests method" and "purchase method".]
| | | Recognising the identifiable assets acquired and liabilities and contingent liabilities assumed
| | IN10. | This FRS changes the requirements in FRS 1222004 for separately recognising as part of allocating the cost of a business combination:
| | | | (a) | liabilities for terminating or reducing the activities of the acquiree; and
| | (b) | contingent liabilities of the acquiree.
| | | | This FRS also clarifies the criteria for separately recognising intangible assets of the acquiree as part of allocating the cost of a combination.
| | IN11. | This FRS requires an acquirer to recognise liabilities for terminating or reducing the activities of the acquiree as part of allocating the cost of the combination only when the acquiree has, at the acquisition date, an existing liability for restructuring recognised in accordance with FRS 1372004 Provisions, Contingent Liabilities and Contingent Assets. FRS 1222004 required an acquirer to recognise as part of allocating the cost of a business combination a provision for terminating or reducing the activities of the acquiree that was not a liability of the acquiree at the acquisition date, provided the acquirer satisfied specified criteria.
| | IN12. | This FRS requires an acquirer to recognise separately the acquiree's contingent liabilities (as defined in FRS 1372004) at the acquisition date as part of allocating the cost of a business combination, provided their fair values can be measured reliably. Such contingent liabilities were, in accordance with FRS 1222004, subsumed within the amount recognised as goodwill or negative goodwill.
| | IN13. | FRS 1222004 required an intangible asset to be recognised if, and only if, it was probable that the future economic benefits attributable to the asset would flow to the entity, and its cost could be measured reliably. The probability recognition criterion is not included in this FRS because it is always considered to be satisfied for intangible assets acquired in business combinations. Additionally, this FRS includes guidance clarifying that the fair value of an intangible asset acquired in a business combination can normally be measured with sufficient reliability to qualify for recognition separately from goodwill. If an intangible asset acquired in a business combination has a finite useful life, there is a rebuttable presumption that its fair value can be measured reliably.
| | | Measuring the identifiable assets acquired and liabilities and contingent liabilities assumed
| | | Subsequent accounting for goodwill
| | IN15. | This FRS requires goodwill acquired in a business combination to be measured after initial recognition at cost less any accumulated impairment losses. Therefore, the goodwill is not amortised and instead must be tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired. IAS 22 required acquired goodwill to be systematically amortised over its useful life, and included a rebuttable presumption that its useful life could not exceed twenty years from initial recognition. [Reason: FRS 1222004 excluded the section on accounting for goodwill.]
Excess of acquirer's interest in the net fair value of acquiree's identifiable assets, liabilities and contingent liabilities over cost
| | IN16. | This FRS requires the acquirer to reassess the identification and measurement of the acquiree's identifiable assets, liabilities and contingent liabilities and the measurement of the cost of the combination if, at the acquisition date, the acquirer's interest in the net fair value of those items exceeds the cost of the combination. Any excess remaining after that reassessment must be recognised by the acquirer immediately in profit or loss. In accordance with IAS 22, any excess of the acquirer's interest in the net fair value of the identifiable assets and liabilities acquired over the cost of the acquisition was accounted for as negative goodwill as follows:
| | | (a) | to the extent that it related to expectations of future losses and expenses identified in the acquirer's acquisition plan, it was required to be carried forward and recognised as income in the same period in which the future losses and expenses were recognised.
| (b) | to the extent that it did not relate to expectations of future losses and expenses identified in the acquirer's acquisition plan, it was required to be recognised as income as follows: | (i) | for the amount of negative goodwill not exceeding the aggregate fair value of acquired identifiable non-monetary assets, on a systematic basis over the remaining weighted average useful life of the identifiable depreciable assets. | (ii) | for any remaining excess, immediately.
| | | | | [Reason: FRS 1222004 excluded the section on accounting for goodwill.]
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