导图社区 Finanical Reporting Business combinations
中英文结合,还有例题,财务报告业务合并是指将母公司与其所有子公司的财务报表按照特定的会计准则和程序进行合并,编制出合并财务报表,以反映整个企业集团的财务状况、经营成果和现金流量。这些合并报表通常包括合并资产负债表、合并利润表和合并现金流量表。
编辑于2024-07-07 10:31:165A
types of business combinations
control -subsidiary
wholly owned
partially owned
business combinations (The acquisition Method)
Direct acquisition: acquiring businesses
Indirect: obtainning control over other entities
acquisition method
four steps
1. identifying the acquirer
1. Power over investee 对被投资单位的权力 2. Right to variable retums from investee 从被投资方获得可变回报的权利 3. Ability to use power to affect the amount of return 能够使用权力影响回报量(这是最重要的)
Other consideration: • B16. The acquirer is usually the combining entity whose relative size is significantly greater than that of the other combining entity or entities. 收购方通常是相对规模明显大于其他实体 • B17 more than two entities involves, entities initiated the combination, is the acquirer. 发起合并的主体为收购方 • B18 the new entity formed to effect a business combination is not necessarily the acquirer: one of the combining entities that existed before the business.combination shall be identified as the acquirer substance over form, reverse acguisition 为实现企业合并而成立的新实休不一定是收购方:企业合并前存在的合并实体之一应被确定为收购方
2. determining the acquisition date
•For a direct acquisition, that may be the date when the contract of the sale of the business by the acquiree is signed. 对于直接收购:被收购人签订业务出售合同的日期 • For an indirect acquisition, that may be the date when enough shares in the acquiree that give majority voting power are held by the acguirer. the acquisition date is the day when acquire hold more than 50 % shares 对于间接收购:收购方持有被收购方中具有多数投票权的足够股份的日期
3. recognising and measuring the FVINA and any non-controlling interest in the acquiree
Recognition
Para10 of IFRS 3. Idenrifable asset or liabiity is one that is capalble of being individually identified and separately recoenizedin the statement of financial position because: 可辨认资产或负债是能够在财务状况表中单独识别和单独确认的资产或负债 • It meets the definition of an asset or liatbility in Comceprual Franework 它符合概念框架中资产或负债的定义 • Must be part of what the acquirer and the acquiree exchanged in the business cambination transaction, rather than a separate transaction 必须是收购方和被收购方在企业合并交易中交换的内容的一部分,而不是单独的交易 • Unidentifiable asset is regarded as part of goodwil 无法识别的资产被视为商誉的一部分(地理位置,员工忠诚等) • 无形资产满足下列情况时应该被收购人单独识别: 1. separability criterion, if the intangible asset can be separated from the entity and sold, rented, transterred,licensed or exchanged. 无形资产可以与实体分离并出售、出租、转让、许可或交换 OR; 2. contractual-legal criterion (Control over the asset via contractual or legal rights, regardless of whether or not therights are transferable or separable from the entity or other rights 通过合同或法律权利控制资产,无论这些权利是否可转让或可与实体或其他权利分高)
Measurement
IFRS3: • The identifiable asset and liability is measured at FV • The NCI is measured at FV (full goodwill methods) or proportionate share of INA (partially goodwill methods)
4. recognising and measuring goodwill or a gain from a bargain purchase.
Identifying and measuring consideration • FV of (asset+ liability incurred + equity issued) ---assets transferred by the acquirer 给东西 ---liabiities incured by the acquirer with respect to the formerowners of the acquiree 替老股东还账 ---equity interests issued by the acquirer 给自己的股票 • It is what give up by acquirer, not what received by acquire • Any acguisition cost relating to business combination is required to be accounted for expenses(不包括在交换代价里) • Cost of issuing debenture and share 既不包括在交换代价里,也不当作expense 处理 • consideration is measured is when the contract is fulfilled, not when signed.
1. Assets transferred by acquirer
FV of (asset+liability+equity issued)——收购方出售asset的角度出发算FV
FV of shares:
收购方之前从被收购方获得的shares, 需要按照现在的FV重新计算金额
股价不是以签合同的日期确认的,而是以fullfilled date 确认FV
cash: 收购发付给被收购方的金额
2. 被收购方从之前的owner手中获得的liability:relevant liability incurred
3. equity interests issued by the acquirer
不属于consideration cost
interest incurred on the debt issue (借钱收购别人,利息不算)
share issue cost
remmuneration of the financial adviser
律师费,会计师费
发行股票时的费用:当作reduction of share capital来处理
applying the acquision method
direct
purchase of assets and liabilities of a business, the acquirer will need to recognise them in its financial statements in a similar way to an acquisition of individual assets.
indirect
Purchase of shares (i.e. equity interests) of an entity [Entry: Dr Investment in xx Ltd, Cr Cash] • the acquirer can only recognise this new asset in its financial statements. • However, this type of acquisition results in a parent subsidiary relationship, with the acquirer being the parent and the acquiree being the subsidiary. This relationship gives rise to the need to prepare a set of consolidated financial statements for the group of entities
deferred tax arising from a business combination
Temporary differences TD arise when the tax base of the asset acquired or liability assumed is either not affected, or is affected differently, by the business combination. • Recognising deferred tax assets and liabilities in a business combination affects the amount of goodwill or bargain purchase recognised • IAS 12 Income Taxes prohibits the recognition of a deferred tax liability arising from goodwill. 下面的事情很玄妙:tax loss 和 acquiree's unrecognised asset • Tax losses of the acquirer may now be able to be offset against future taxable profit of the acquiree. As it relates to tax losses of the acquirer, the deferred tax asset recognised cannot be identified as part of the assets acquired and, therefore, does not impact on goodwil 母公司之前的tax 1oss 如果因为子公司的profit 可以使用,即使产生 DTA,也不能算作asset acquired 一部分,也不会影响 Goodvill. • But, if acquiree has tax loss that will be used as a result of business combination, then DTA can be recognised as part of assets acquired, which affects goodwill.但是如果是子公司之前的tax 1oss 因为母公司的profit 可以使用,那么产生的 DTA 算作 asset acquired, 而且会影响 Goodwill • In direct / indirect acquisition, Contingent Liability / provision CA not = TB, DTA raised as paut of asset acquired. 并且会影响goodwill 的计算 • Idirect acquisition,子公司未确认的资产(比如 trademark)如果因为 BC 被确认了,是不会产生DIL的。 • Indirect acquisition, 子公司未确认的资产(比如 trademark)如果因为 BC 被确认了,会产生DIL。如果资产的 FV 大于CA,也会产生DIL
disclosures: business combinations