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19.1.1 Extracts from FRS102-Sections 19.2
19.2 Business combinations defined
19.2.1 Extracts from FRS 102 – Section 19.3
19.2.2.1 Definition of a business combination
19.2.2.1.1 Definition of a business
19.3 Structure of a business combination
19.3.1 Extracts from FRS 102 – Section 19.4–19.5A
19.4.1 Extracts from FRS102 – Section 19.6-19.7
19.5 Purchase method – Identifying the acquirer
19.5.1 Extracts from FRS102 – Section 19.8 – 19.10 and 19.17
19.5.2.3 New entity formed to effect a business combination where equity issued.
19.5.2.3.1 Control obtained but little or no substance to it
19.5.2.3.2 Identifying the acquirer – where substance to it.
19.5.2.4 Determining the acquistition date for the purpose of Section 19
19.6 Purchase method – Cost of a business combination
19.6.1 Extracts from FRS102 – Section 19.11-19.11A
19.6.2.2.1 Purchase on deferred payment terms
19.6.2.3 Liabilities incurred or assumed
19.6.2.4 Costs directly attributable to the acquisition/ business combination
19.6.2.4.1 Examples of directly attributable cost
19.6.2.4.2 Example of costs not directly attributable
19.6.2.5 Equity issued as consideration for the acquisition
19.6.2.6 Cost where control achieved in stages
19.7 Adjustments to the cost of a business combination contingent on future events
19.7.1 Extracts from FRS102 – Section 19.12-19.13
19.7.2.1 Contingent consideration and change in estimate
19.7.2.1.1 Contingent consideration – probable at the date of acquisition.
19.7.2.1.3 Changes in contingent consideration – change in estimate
19.7.2.1.4 Contingent consideration – No provision booked in year 1
19.7.2.2 Contingency payments relating to further services
19.8 Allocating of the cost of a business combination to the asset acquire and liabilities assured.
19.8.1.1 Extracts from FRS102 – Section 19.14-19.15, 19.18 and 19.20-19.21
19.8.1.2.2 Definition of assets and liabilities
19.8.1.2.2 Determining fair value
19.8.1.2.2.1 Fair value – intentions of acquirer ignored
19.8.1.2.2.1.1 Restructuring provisions
19.8.1.2.2.2 Measurement of contingent liabilities
19.8.1.2.2.2.1 Contingent liability – right of reimbursement
19.8.1.2.2.2.2 Fair valuing contingent consideration
19.8.1.2.2.3 Future losses – non-recognition of liabilities in determining allocation of cost
19.8.1.2.2.5 Determining fair value of intangible assets
19.8.1.2.2.6 Determining fair value of inventory
19.8.1.2.2.8 Determining fair value of investment in associate and joint ventures
19.8.1.2.2.9 Determining fair value of deferred revenue
19.9 Measurement of deferred tax, employee benefit and share based payments
19.9.1 Extracts from FRS102 – Section 19.15A-19.15C
19.10 Purchases method – Subsequent adjustment to fair value and accounting for Goodwill
19.10.1 Extracts from FRS102 – Section 19.16-19.17 and 19.22-19.23
19.10.2.1 Adjustments to fair value of identified assets and liabilities
19.10.2.2 Accounting for calculating goodwill including a journal to reflect business combination.
19.10.2.2.1 Initial recognition of goodwill
19.10.2.2.2 Subsequent recognitions of goodwill
19.10.2.2.3 Journals to reflect the business combination
19.10.2.2.4 Useful life of goodwill
19.10.2.2.4.1 Change in useful economic life
19.11 Business combination achieved in stages
19.11.1 Extracts from FRS102 – Section 19.11A
19.11.2.1.1 Acquiring a further controlling interest
19.11.2.1.2 Disposing of controlling interest but controlling interest retained
19.12.1 Extracts from FRS102 – Section 19.24
19.13.1 Extracts from FRS 102 section 19.27-19.32
19.13.2.1 Group reconstruction defined
19.13.2.4 Group reorganisations and merger accounting
19.14.1 Extracts from FRS 102 section 19.25 – 19.26A
19.14.2.1 Accounting policies positive goodwill – Consolidated financial statements.
19.14.2.2 Example from the notes to the accounts
19.14.2.2.1 Contingent consideration note
19.14.2.3 Parent entity accounting policies
19.14.2.3.1 Extract from notes to the financial statements
19.14.2.5 Profit and Loss Account for parent entity
19.14.2.6 – Negative Goodwill for the financial year
19.15 Disclosures – Group reconstructions
19.15.1 Extracts from FRS 102-Section 19.33
19.15.2.2 Extract from notes to the financial statements
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The below extracts and guidance is applicable for periods beginning before 1 January 2019 and are based on the September 2015 version of FRS 102. For periods beginning on or after 1 January 2019, the March 2018 version of FRS 102 applies which incorporates the changes made by the Triennial review of FRS 102. Note the March 2018 version of FRS 102 can be voluntarily applies for periods beginning before 1 January 2019. For the extracts from the March 2018 version of FRS 102 and the related guidance please click on the following link. For details of a summary of the main changes as a result of the triennial review please see the following link.
19.7 Adjustments to the cost of a business combination contingent on future events
19.7.1 Extracts from FRS102 – Section 19.12-19.13
19.12 When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the acquirer shall include the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
19.13 However, if the potential adjustment is not recognised at the acquisition date but subsequently becomes probable and can be measured reliably, the additional consideration shall be treated as an adjustment to the cost of the combination.
19.7.2 OmniPro comment
19.7.2.1 Contingent consideration and change in estimate
Section 19.12 and 19.13 of FRS 102 deals with contingent consideration and requires that an estimate of the future amount payable be included in the cost of the combination. Assuming that it is probable that it will be payable and that it can be reliably measured. This is where the price payable to the acquiree is conditional on future events. A flat price is paid for the target entity and a further amount may be payable if profits exceed a certain level in the future. Where the future payment is linked to the cost of an employee’s future service then these costs do not form part of the cost of a business combination instead they should be charged to the profit and loss. See 19.7.2.2 For further discussion.
19.7.2.1.1 Contingent consideration – probable at the date of acquisition.
Where contingent consideration exists, the fair value of the expected future payment where it can be reliably measured should be included within the cost of the business combination but it must be probable the amount will be paid. Where the contingent consideration is payable over a period of more than one year the expected payment should be present valued.
Examples of contingent consideration which would meet the definition of being included in the cost of the acquisition are:
- Additional amounts payable if the acquiree’s profit in the year after acquisition exceeds a certain value
- An additional payment if EBITA is maintained or increased after acquisition.
19.7.2.1.2 Contingent consideration – not probable or cannot be reliably measured but becomes probable/reliably measurable.
Where a reliable estimate of the contingent consideration cannot be determined or it is not probable it will be payable but it later becomes probable/can now be reliably measured, or the expected consideration changes the adjustment to show the corrected contingent consideration should be included in the cost of the combination and therefore set against the goodwill figure (if any) as required by Section 29.13 of FRS 102.
The adjustment to goodwill for the change in contingent consideration does not require retrospective adjustment as in effect this is a change in estimate as opposed to an error. This adjustment also has an effect on the amortisation of goodwill as ultimately the goodwill figure will have either reduced or increased. See an example at 19.7.2.1.4
In this case an entity should charge the additional amortisation on goodwill in the year of the adjustment where the previous estimate was overstated or otherwise credit the over amortisation back to the profit and loss for an under statement of the initial contingent consideration amount. Disclosure of the change in estimate would need to be included in the disclosure notes to the financial statements in line with Section 10 of FRS 102 as detailed at 10.8.2.4. Alternatively an entity can choose to amortise the updated profit figure over its remaining useful life. See example at 19.7.2.1.4
19.7.2.1.3 Changes in contingent consideration – change in estimate
Example 6: Changes in contingent consideration – change in estimate
Company A acquires Company B at the start of year 1. The purchase price was CU1,000,000 and a further CU300,000 will be payable in three years time if the future profits remain at CU350,000 or a further CU370,000 if profits increase to CU450,000 for each of the four years.
At the start of year 1, in calculating the business combination cost, Company A would have to assess if it is probable that the company will maintain the profit level. If we assume that it is probable that the CU300,000 will be maintained and the CU450,000 will not be obtained. Then the present value of the CU300,000 should be recognised within goodwill as a cost of the business combination. Assume goodwill before accounting for the business combination is CU100,000 and the discount rate is 5%. Assume the amortisation of goodwill is 10 years.
The present value of CU300,000 in 3 years time is CU259,151 (CU300,000/(1.05)^3). Three years is used here as the fair value is determined at the date of acquisition. The deemed interest on the unwinding of the discount would be:
| End of year 1: | CU12,958 (CU259,151 X 5%) |
| End of year 2: | CU13,605 ((CU259,151 + CU12,958) X 5%) |
| End of year 3: | CU14,286 ((CU2591,51 + CU12,958 + CU13,605) X 5%) |
Therefore this CU259,151 will be added to goodwill i.e. Dr goodwill, Cr provisions. The posting for the unwinding of the discount at the end of year 1 would be to: Cr provision for contingent consideration CU12,958, Dr interest expense CU12,958.
Assume at the end of year 2 the company believes CU450,000 profits will be achieved in each of these years so the probable consideration to be paid is CU370,000. In this case the entity should use the discount rate at the end of year 2 to determine the present value however here as this is repayable within one year no discounting has been performed. The adjustment posted at the end of year 2 would be:
| CU | CU | |
| Dr Goodwill | 67,429*** | |
| Dr Amortisation of Goodwill on Adjustment in P&L | 16,857** | |
| Cr Provision for Contingent Consideration | 84,286* |
*Total carrying amount of provision at end of year 2 = CU259,151+interest for year 1 of CU12,958 + interest for year 2 of CU13,605= CU285,714.
The carrying amount of CU285,714 less the required provision based on the new estimate of CU370,000 = CU84,286
**Amortisation of additional goodwill = CU84,286/10yrs*2yrs as two years have elapsed= CU16,857
***Goodwill adjustment = CU84,286 less the amortisation of CU16,857 that would have been charged if this were recognised initially= CU67,429.
As can be seen no prior period adjustment is required as it is a change in accounting estimate.
In this case the company could also choose to amortise the updated goodwill figure over the remaining life instead of posting a catch up amortisation charge e.g. the new goodwill figure could be CU291,670.
Carrying amount of goodwill at end of year 2:
(CU259,151/10yrs X 8yrs) = CU207,321
Additional amount posted = CU84,286
CU291,607
This CU291,607 would then by depreciated over the remaining life of 8 years.
19.7.2.1.4 Contingent consideration – No provision booked in year 1
Example 7: Contingent consideration – No provision booked in year 1
If we assume in the above example that a reliable estimate cannot be measured at the date of acquisition and therefore no provision was posted but at the end of year 2 a reliable estimate of CU300,000 can be made. The adjustment required would be to:
| CU | CU | |
| Dr Goodwill | 217,687* | |
| Dr Amortisation of Goodwill on Adjustment in P&L | 54,422** | |
| Cr Provision for Contingent Consideration | 272,109*** |
*Goodwill adjustment = CU272,109 less the amortisation of CU27,211 that would have been charged if this were recognised initially= CU244,898.
**Amortisation of additional goodwill = CU272,109/10yrs*2yrs as two years have elapsed= CU54,422
***The present value of CU300,000 in 2 years time is CU272,109 (CU300,000/(1.05)^2). Two years is used here as the fair value is determined at the date of the change in estimate. If the discount rate was different at that time than the discount rate at the date of the initial acquisition the new discount rate would be used.
The entity can instead also choose to amortise the CU272,109 over the remaining 8 years from that date.
As can be seen no prior year adjustment is required as it is a change in accounting estimate.
19.7.2.2 Contingency payments relating to further services
Section 19 of FRS 102 does not differentiate between contingent consideration that in substance, is additional to the purchase price and contingent consideration that, in substance represents compensation for future services.
IFRS 3 on the other hand does differentiate and states that where a contingency payment is part of the agreement which is a payment for future services then this should be expensed to the profit and loss account and should not be included in the cost. Generally where the payment does not have to be paid if the employee leaves this is akin to a payment for future services. Given Section 2 of FRS 102 states that substance over form should be considered, it is not unreasonable that FRS 102 should apply the same principals as IFRS.
This means that entities should assess each element of the contingent consideration payable to determine if it is a payment made to the vendor in their capacity of a vendor or an employee. The following factors should be considered when making this assessment:
- The level of remuneration paid after the acquisition (is it low to compensate for the fact that the contingent payment is paying some of this fee)
- The formula for determining the consideration as to what is included
- Duration of continuing employment.
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Examples
Example 1: Determining a Business.
Example 2: Determining a Business.
Example 3: Identifying the Acquiring Company.
Example 4: Identifying the acquirer
Example 5: Determining cost where control achieved in stages.
Example 6: Changes in contingent consideration – change in estimate.
Example 7: Contingent consideration – No provision booked in year 1.
Example 8: Valuing work in progress.
Example 10: Favorable/unfavorable contract
Example 11: Deferred tax on business combinations
Example 13: Journals to reflect the business combination.
Example 14: Revising the useful life of goodwill
Example 15: Business combination achieved in stages.
Example 16: Acquiring a further controlling interest
Example 17: Acquiring a further controlling interest
Example 18: Disposing of controlling interest but controlling interest retained.
Example 20: Group reorganisations.
Example 23: Extract from notes to the financial statements – contingent consideration note.
Example 29: Extract from the consolidated Balance Sheet for negative goodwill
Example 30: Extract from the accounting policy notes – Group reconstruction and merger accounting.
Example 31: Extract from notes to the financial statements – Merger Method.
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