What are the categories of business combination under US GAAP
MERGER
ACQUISITION
CONSOLIDATION
Describe Pooling (Uniting) of Interests
What 3 types of assets are combined on the acquirers balance sheet with the Acquisition method
All the following, on or off balance sheet at Fair Value:
(a) Tangible and Intangible assets
(b) indemnification assets
(c) In-process R&D
What is the IFRS criteria to include a Contingent liability in the Acquisition method?
2. Can be measured reliably.
What is the criteria to recognise an indemnification asset in the Acquisition method?
If the Target indemnifies the Acquirer for:
a. Contingency
b. Uncertainty related to any of the Acquirees specific assets or liabilities
c. losses above a specified amount for a particular contingency.
How is a Bargain Acquisition established and recognised in the Acquisition method.
If the Purchase price is less than the fair value of the net assets acquired.
Recognised immediately as a gain on the Income Statement.
Where are unrealised gains and losses reported in FVPL?
Income statement
If a bond is held with the intention to sell for liquidity reasons what is the classification?
Not Amortised Cost
Amortised Cost requires an intention to collect all contractual cash flows
Equity Method -
Beginning value (at purchase date, the purchase price)
a) plus % share of Net Income of affiliate
b) minus % share of excess depreciation= % share (FV-BV+Residual)/time
c) minus % share of derecognised profits with affiliate
d) minus % share of dividends from affiliate
Equity Income = (a) + (b) + (c) = this goes on income statement
(d) Dividends do not go on income statement, it is return of capital
Equity Method -
Goodwill =
Price paid for % share
minus
FV (identifiable net assets (on and off balance sheet)
Goodwill is embedded in the carrying value
Equity Method -
US GAAP
STEP 1
STEP 2
Equity Method -
What happens to Sponsors receivables when an SPE is consolidated?
Receivables sold to SPE are reversed onto the Sponsor consolidated balance sheet
How would an analyst adjust CF for Sponsor of a SPE that has securitised the Sponsors receivables?
CFO would go down
CFF would go up
Total CF remains the same
Equity Method -
1. BS=Single line item on balance sheet CV = previous CV A) + %NI B) - % excess depreciation C) - derecognised profits D) - % dividends
How is the price of acquisition shown in Pooling of interests?
Compare ratios for Pooling of Interests vs Purchase method
This acquisition is shown at Book Value for Pooling of interests.
When compared with Purchase method (acquisition is at fair value) for Pooling of interests:
(a) ROA is higher - because Assets are lower (all assets at BV not FV)
(b) Expenses are lower - because Depreciation expense is lower (less depreciation due to BV not FV)
Describe a US GAAP Merger
MERGER - acquirer A absorbs all assets of B.
A + B = > A
Describe a US GAAP Acquisition
ACQUISITION - results in a Parent - Subsidiary structure.
A + B => Group A (A and B)
Describe a US GAAP Consolidation
CONSOLIDATION - a new company, C, is formed that swallows A and B.
A + B => C
How may contingent consideration be classified?
At fair value as:
a) Asset
b) Liability
c) Equity
How are changes in fair value of contingent consideration recognised for IFRS?
Asset and liability classified contingent consideration is recorded on the consolidated income statement:
Equity contingent consideration is not remeasured and is settled within equity.
How is in-process R&D treated after Acquisition?
2. Impaired - if not completed or not economically viable.
How are Restructuring costs of a business combination measured?