OLC UPDATE #1
Exposure Draft on Business Combinations
First published in September 2007
Revised in September 20081
In August 2005, the Accounting Standards Board (AcSB) of the CICA issued an Exposure Draft (ED) on Business Combinations. The ED proposes significant changes in the reporting of business combinations. This document summarizes the main features of the proposals, compares the proposals to existing standards and indicates the public’s response to the proposals. To view the full copy of the ED, go to To view a summary of the ED, go to
The ED was issued by the AcSB in conjunction with a joint effort by the IASB and FASB to improve financial reporting while promoting the international convergence of accounting standards. The ED was essentially the same as the Exposure Drafts issued by the IASB and FASB. The final CICA Handbook recommendations are likely going to be essentially the same as the standards recommended by the IASB.
MAIN FEATURES OF THE EXPOSURE DRAFT
The proposals would retain the fundamental requirements in Section 1581 that require the acquisition method of accounting for all business combinations and for an acquirer to be identified for every business combination. It also would retain the guidance in Section 1581 for identifying and recognizing intangible assets separately from goodwill. Table 1 on the next page compares the proposals in the ED to existing rules. Page refers to the page number in the 4th edition of the text where the existing rules are explained. The following comments provide further explanation and descriptions of the key differences between the ED and existing rules.
Method of Accounting
Under the existing rules, the cost principle is paramount. The values used in reporting the business combination are based on the cost of the purchase. The purchase method is an appropriate term to describe the accounting because the purchase price dictates the accounting for the transaction.
The ED uses the term “acquisition method” to describe the accounting for the business combination. While the terms purchase and acquisition sound very similar, the AcSB wanted to use a different term to highlight that a significant change was being made in the accounting.
1The September 2008 revisions are noted in bold in this document.
TABLE 1
Comparison of Proposals in ED to Existing Rules in CICA Handbook
No. / Issue / Existing Rules / Page / Proposals in ED1 / Method of accounting / Purchase method / 77 / Acquisition method
2 / Measurement of subsidiary’s
identifiable net assets / Based on cost of the purchase / 77 / Based on fair value of the subsidiary as a whole
3 / Measurement of noncontrolling interest / NCI % ownership times net book value of subsidiary’s net assets (parent company theory) / 128 / NCI % ownership times fair value of subsidiary’s identifiable net assets plus a portion of the fair value of subsidiary’s goodwill (entity theory)
4 / Presentation of noncontrolling
interest on balance sheet / Show separately from shareholders’ equity (either as a liability or a separate category between liabilities and shareholders’ equity) / 134 / Show as a separate component of shareholders’ equity
5 / Allocating the cost of the purchase / Parent’s share of subsidiary’s identifiable net assets are recorded at fair value; noncontrolling interest’s share of identifiable net assets are recorded at net book value / 80 & 128 / With some minor exceptions, identifiable net assets are recorded at 100% of their fair value
6 / Goodwill / Excess of parent’s cost over parent’s share of fair value of identifiable net assets / 84 &128 / Excess of fair value as a whole over fair value of identifiable net assets
7 / Negative goodwill / Reduce goodwill to zero and reduce amount otherwise assigned to noncurrent, nonfinancial assets & record any excess as an extraordinary gain / 121 / Reduce goodwill to zero & record any remaining excess in income
8 / Direct costs associated with
business combination / Add to cost of the purchase / 80 / Expense as incurred
9 / Contingent consideration at date of acquisition
Adjustments to contingent consideration subsequent to date of acquisition / Add to cost of purchase if the cost is reasonably measurable
Retroactively add to cost of purchase if contingency is based on earnings or reduce amount previously assigned to capital stock if contingency based on share prices / 135 / Add to cost of purchase if the cost is reasonably measurable
Contingent consideration payable in the form of cash or another asset should be recognized in earnings if the payment is due to changes in circumstances or would be considered measurement period adjustments and reflected in the purchase price if the payment is due to gathering of new information about facts and circumstances that existed at the acquisition date.
If additional shares are issued to pay the contingent consideration, the new shares will be offset against the value assigned to the previously issued shares.
10 / Step purchases / Fair value excess and goodwill are determined for each step separately and accumulated to derive total fair value excess and goodwill when control is acquired / 397 / Subsidiary is valued at fair value as a whole at date of acquisition and any difference between fair value and previously recognized values are recognized in income as a gain or loss
Measurement of Subsidiary’s Identifiable Assets and Liabilities
Under the existing rules, the purchase price determines the values reported for the business combination regardless of whether the purchaser paid more or less than the fair value of the subsidiary. This practice is consistent with the historical cost principle, which has been the mainstay of GAAP for many decades in the past.
The ED requires that the subsidiary’s identifiable assets and liabilities (commonly referred to as identifiable net assets (INA)) be valued at fair value as a whole regardless of whether the parent purchases all or less than all of the shares of the subsidiary. This is a major change in reporting. However, it is consistent with the general trend in financial reporting to use fair value more and more often to report assets and liabilities.
In an arm’s length transaction, the fair value of consideration given (i.e. the purchase price) will usually be equal to fair value of consideration received. If so, the purchase method and acquisition method will produce similar values. However, if the purchase price is not equal to the fair value of consideration received, the acquisition method will produce different results than the purchase method.
For example, if the parent paid $10 million to acquire 100% of the share of the subsidiary, we would normally assume that the fair value of the subsidiary is $10 million especially if the two parties were not related. However, if the parent paid $9 million and there was reliable evidence to indicate that the fair value of the subsidiary as a whole was $10 million, the $10 million would be used as a starting point in allocating values to INA, goodwill and, possibly, gain on purchase. The allocation of the purchase price will be explained further below.
Unless there is evidence to the contrary, the fair value of the consideration given would be used to determine the fair value of the acquired business. Other business valuation techniques would be used to measure the fair value of the business acquired if no consideration is transferred, or if the consideration transferred does not represent the fair value of the business acquired. Certain business valuation techniques are referred to in the ED but are beyond the scope of this document.
Noncontrolling Interest (NCI)
Under the existing rules, the parent company theory is used whereby the parent’s share of the subsidiary’s assets and liabilities is valued at fair value and the NCI’s share is valued at net book value. The subsidiary’s assets and liabilities are reported using a fair value component and a book value component and are neither reported at the parent’s cost or at fair value. NCI on the balance sheet is reported as a liability or between liabilities and shareholders’ equity. It reflects the NCI’s share of the book value of the subsidiary’s net assets.
The ED requires the use of the entity theory whereby the subsidiary’s assets and liabilities are valued at 100% of their fair values. In turn, NCI on the balance sheet reflects the NCI’s share of the fair value of the subsidiary. Even though the parent does not acquire 100% of the assets and liabilities, the assets and liabilities are valued at 100% of their fair values. The portion not acquired by the parent is the NCI, which is reported as a separate component of shareholders’ equity at fair value.
Allocating the Value of the Subsidiary
Under the existing rules, the purchase price is the limiting factor in allocating values to identifiable net assets and goodwill. Negative goodwill is used to eliminate goodwill and other noncurrent, nonfinancial assets; any excess of negative goodwill is recognized as an extraordinary gain. Under the ED, fair values of the subsidiary’s identifiable assets, liabilities and goodwill are used. If there is a bargain purchase price, the subsidiary’s goodwill is reduced to zero and any excess is recognized in income. It will be possible to recognize gains in regular income on bargain purchases much earlier under the proposed rules as compared to the existing rules. This is a consequence of valuing the identifiable assets and liabilities at fair value and not at the amount paid for these assets and liabilities.
Illustrative Examples
To illustrate the accounting under the ED while comparing it to existing rules, we will use the following example. Assume that the fair value of the subsidiary as a whole is $10 million and a simplified balance sheet (in $millions) for the subsidiary as at January 1, Year 1, the date of acquisition is as follows:
Net bookFair
valuevalue
Patent1015
Goodwill .2
Total1017
Liabilities77
Shareholders’ equity310
Total1017
Wholly-owned subsidiary Assume that the parent acquires 100% of the shares of the subsidiary company at January 1, Year 1 under the following 4 scenarios:
ABCD
Cash paid for 100% of shares109711
Using the rules in the ED, the parent would record its acquisition of the subsidiary in its consolidated financial statements as follows (debits without brackets & credits in brackets):
ABCD
Patent (at fair value)15151515
Goodwill 212
Loss on purchase1
Liabilities (at fair value)(7)(7)(7)(7)
Cash (10)(9)(7)(11)
Gain on bargain purchase (1)
Notice that the identifiable assets and liabilities are recorded at fair value in all situations. The $15 for the patents is comprised of the book value of $10 on the subsidiary’s books plus 100% of the fair value excess. In A, the cash paid for the subsidiary is equal to the fair value of the subsidiary as a whole; goodwill is recorded at the fair value of the goodwill. In B, the cash paid is less than the fair value by $1. This reduces the amount of goodwill recorded on the consolidated balance sheet. In C, the cash paid is $3 less than the fair value of the subsidiary; goodwill is reduced to zero and the remaining excess of $1 is reported as a gain on bargain purchase. In D, the amount paid is greater than the fair value of the subsidiary. The excess cost would likely be reported as a loss on purchase because the goodwill is only worth $2 and it would not provide future benefits of $3.
Using the existing rules in section 1581 of the CICA Handbook, the parent would record its acquisition of the subsidiary in its consolidated financial statements as follows:
ABCD
Patent15151415
Goodwill 213
Liabilities(7)(7)(7)(7)
Cash (10)(9)(7)(11)
In A and B, the results are the same under both sets of rules mainly because the parent has acquired 100%. In C, the bargain purchase is used to reduce the value assigned to the patent under the existing rules whereas it is recorded as a gain under the proposed rules in the ED. In D, the $3 excess of cost over fair value of identifiable net assets is allocated to goodwill. However, goodwill would have to be written down to $2 if an impairment test indicates that the goodwill will only bring $2 of future benefits.
Nonwholly-owned subsidiary Now, assume that the fair value of the subsidiary as a whole remains at $10 but the parent acquires 80% of the shares of the subsidiary at January 1, Year 1 under the following 4 scenarios:
ABCD
Cash paid for 80% of shares87.25.68.8
Notice that the values under 80% ownership are equal to 80% of the values used for 100% ownership. This will not always be the case. Sometimes, the parent may pay a premium to get control. If so, the amount paid for 80% may be higher than 80% of the amount likely to be paid for 100%.
Using the rules in the ED, the parent would record its acquisition of the subsidiary in its consolidated financial statements as follows:
ABCD
Patent (at fair value)15151515
Goodwill 21.22
Loss on purchase.8
Liabilities (at fair value)(7)(7)(7)(7)
Noncontrolling interest(2)(2)(2)(2)
Cash (8)(7.2)(5.6)(8.8)
Gain on bargain purchase (.4)
Notice that the identifiable assets and liabilities are, once again, recorded at fair value in all situations. The $15 for the patents is comprised of the book value of $10 on the subsidiary’s books plus 100% of the fair value excess. The noncontrolling interest is recorded at 20% of the fair value of the subsidiary as a whole (i.e. 20% x $10 = $2). The goodwill is the difference between the sum of the amount paid by the parent plus the NCI and the fair value of identifiable net assets. The gain and loss represent only the parent’s share of the gain and loss; no gain or loss is attributed to the NCI.
Using the parent company theory as required under the existing rules, the parent would record its acquisition of the subsidiary in its consolidated financial statements as follows (debits without brackets & credits in brackets):
ABCD
Patent 141413.214
Goodwill 1.6.82.4
Liabilities (at fair value)(7)(7)(7)(7)
Noncontrolling interest(.6)(.6)(.6)(.6)
Cash (8)(7.2)(5.6)(8.8)
In A, B and D, the patent is comprised of the book value of $10 on the subsidiary’s books plus the parent’s 80% share of the fair value excess. Alternatively, the $14 consists of the parent’s share of fair value (80% x $15) plus the NCI’s share of book value (20% x $10). In C, the bargain purchase of $.8 is used to reduce the value assigned to the patent under the existing rules whereas it is recorded as a gain under the proposed rules. In all cases, the liabilities are recorded at $7 because the fair value is equal to book value. The goodwill represents only the parent’s share of the fair value of the implied goodwill. The NCI is equal to 20% of the book value of the subsidiary’s shareholders’ equity. In D, the $2.4 excess of cost over fair value of identifiable net assets is allocated to goodwill. However, goodwill would have to be written down to $1.6 if an impairment test indicates that the goodwill will only bring $1.6 of future benefits.
Other changes in ED
The ED recommends that the direct costs associated with the business combination should be expensed as incurred since these costs do not add to the value of the subsidiary. This is a significant departure from past practices where all costs involved in obtaining an asset were typically capitalized as part of the cost of the asset. However, this proposal is consistent with the focus on fair values in the ED.
The ED requires that contingent consideration be measured at fair value as of the acquisition date and included as part of consideration given to acquire the subsidiary. Given the contingent nature, it may be difficult to reliably measure the contingent consideration. The entity should make their best effort to estimate this amount and will likely disclose something about measurement uncertainty in a note to the financial statements.
The contingent consideration will be classified either as a liability or equity depending on its nature. If the contingent consideration will be paid in the form of cash or another asset, it will be classified as a liability. If issuing additional shares will pay the contingent consideration, it will be classified as equity. After the initial recognition, the contingent consideration classified as equity will not be remeasured.
After the acquisition date, the fair value of contingent consideration classified as a liability will change due to changes in circumstances like meeting specified sales targets, fluctuations in share price, or subsequent events like receiving government approval on an in-process research and development project. Changes in the fair value of contingent consideration classified as a liability due to changes in circumstances since the acquisition date should be recognized in earnings. Changes in the fair value of contingent consideration due to gathering of new information about facts and circumstances that existed at the acquisition date, however, would be considered measurement period adjustments and reflected in the purchase price.
The existing rules for step purchases require that fair value increments and goodwill be measured separately for each major acquisition and added together to determine the fair value increments and goodwill when control is obtained. Under the proposed rules, the subsidiary is valued at fair value when control is obtained. In effect, the fair value increments and goodwill are revalued at the date of acquisition. Any difference between the newly determined goodwill and fair value increments and previously recorded amounts would be recorded as a gain or loss. Once again, this is consistent with the requirement to use fair values at the date of acquisition.
Consolidation subsequent to date of acquisition
The ED deals primarily with accounting for a business combination at the date of acquisition. The CICA, IASB and FASB intend to issue another ED on the preparation of consolidated financial statements subsequent to the date of acquisition once the present ED on business combinations is finalized. The consolidated financial statements for periods subsequent to the date of acquisition would need to use the values assigned for fair value increments, goodwill and noncontrolling interest at the date of acquisition. The fair value increments would need to be amortized and goodwill would need to be evaluated for impairment and the amounts for amortization and impairment allocated between the parent and NCI.
To illustrate using Scenario A of our previous example for a nonwholly-owned subsidiary, assume that the patent is amortized on a straight-line basis over 5 years and that the parent has no patents on its own separate entity books. The following amounts would be reported on the separate entity books of the subsidiary and on the consolidated financial statements for the year ended December 31, Year 1 under the ED:
Sub’sFair ValueConsolidated Books Excess Statements
On balance sheet
Patent 10515