ASSURANCE
IAS 2: inventories
IAS 16: Property, plant & equipment
IFRS 3: Business Combinations
IFRS 5: non-current assets held for sale
and discontinued operations
Prepared by:
Andreas
Papaconstantino
u
Giorgos Savva
Non compliance
No active market
Value above the fair value
Classified as NCA held for sale and
the entity used the asset to perform
its activities
IFRS 3: Business
Combinations
Introduction
A business combination is a transaction or other
event in which a reporting entity (the acquirer)
obtains control of one or more businesses (the
acquiree).
IFRS 3 does not apply to the following:
- the formation of a joint venture
- the acquisition of an asset or group of assets that is
not a business
- a combination of entities or businesses under
common control
KEY ISSUE
A key concept underlying IFRS 3 is that of
purchase price allocation, where the cost of
an acquired business is analyzed into the
value of all its components:
Tangible net assets, such as property, plant
and equipment
Intangible net assets, such as brands and
customers
Goodwill, being the balance
Control - DEFINITION
Ownership of more than half the voting rights
of another entity
Power over more than half of the voting rights
by agreement with investors
Power to govern the financial and operating
policies of the entity under statute/agreement
Power to remove/appoint majority of directors
Recognition and
measurement
The acquisition date is the date on which the acquirer
obtains control.
Recognition principle:
separate recognition of identifiable assets acquired,
liabilities and contingent liabilities assumed.
Measurement principle:
assets and liabilities that qualify for recognition are
measured at their acquisition-date fair values
measurement at fair value provides relevant information
that is more comparable and understandable.
Goodwill
Goodwill (an asset) is measured initially
indirectly as the difference between the
consideration transferred, excluding transaction
costs in exchange for the acquirees identifiable
assets, liabilities and contingent liabilities.
Goodwill (continued)
If the value of acquired identifiable assets and liabilities
exceeds the consideration transferred, the acquirer
immediately recognizes a gain (bargain purchase).
Goodwill is not amortized, but is subject to an impairment
test.
If less than 100% of the equity interests of another entity is
acquired in a business combination, non-controlling interest is
recognized.
Choice in each business combination to measure noncontrolling interest either at fair value or at the non-controlling
interests proportionate share of the acquirees identifiable net
MAIN ISSUES
The main issues regarding IFRS 3 include:
- the costs associated with acquisition are
included in the consideration transferred
rather than being expensed
- changes in the recognized amount of
contingent consideration affect goodwill
- goodwill is amortized over its estimated
useful.
- non-controlling interest must be measured
using the proportionate share method
EXAMPLE OF NONCOMPLIANCE
A company X acquired another company Z for just over 928
million, allocating 319 million to intangible assets, and 936
million to goodwill. The intangible asset value was allocated to a
black hole' category of other intangibles' without further
explanation. There was no allocation of value to marketing
related intangibles including brands. There is no real justification
for the allocation to goodwill of an amount approximately equal
to the acquisition cost.
The lack of information in this instance is remarkable and
makes it difficult to form any views on the transparency of the
acquisition. Even so the allocation to intangible assets again
looks to be too low and the allocation to goodwill
correspondingly too high.
IAS 2: inventories
The standard
Under the standard, inventories should be stated
at the lower between cost and net realisable
value.
Cost includes: purchase price (net of any trade
discount), conversion cost (i.e. materials, labour,
overheads) and other costs necessary to bring the
inventory to its present location and condition (i.e.
ready to sell)
Cost should not include any foreign exchange differences, no
matter how big they are.