Comments on the Request for Information Post-implementation Review: IFRS 3 Business Combinations

Transcription

1 The Japanese Institute of Certified Public Accountants 4-4-1, Kudan-Minami, Chiyoda-ku, Tokyo JAPAN Phone: Fax: May 30, 2014 International Accounting Standards Board 30 Cannon Street London EC4M 6XH United Kingdom Comments on the Request for Information Post-implementation Review: IFRS 3 Business Combinations To the Board Members: The Japanese Institute of Certified Public Accountants ( we and our ) appreciates the continued efforts of the International Accounting Standards Board ( IASB or Board ) on this project, and welcomes the opportunity to comment on the Request for Information Post-implementation Review: IFRS 3 Business Combinations ( RFI ). The following comments are our responses to the questions raised in the RFI. 1

2 Question 1 Please tell us: (a) about your role in relation to business combinations (ie preparer of financial statements, auditor, valuation specialist, user of financial statements and type of user, regulator, standard-setter, academic, accounting professional body etc). (b) your principal jurisdiction. If you are a user of financial statements, which geographical regions do you follow or invest in? (c) whether your involvement with business combinations accounting has been mainly with IFRS 3 (2004) or IFRS 3 (2008). (d) if you are a preparer of financial statements: (i) whether your jurisdiction or company is a recent adopter of IFRS and, if so, the year of adoption; and (ii) with how many business combinations accounted for under IFRS has your organisation been involved since 2004 and what were the industries of the acquirees in those combinations. (e) if you are a user of financial statements, please briefly describe the main business combinations accounted for under IFRS that you have analysed since 2004 (for example, geographical regions in which those transactions took place, what were the industries of the acquirees in those business combinations etc). Comment: (a) Accounting Professional Body (b) Japan (c) IFRS 3 (2008) 2

3 Question 2 (a) Are there benefits of having separate accounting treatments for business combinations and asset acquisitions? If so, what are these benefits? (b) What are the main practical implementation, auditing or enforcement challenges you face when assessing a transaction to determine whether it is a business? For the practical implementation challenges that you have indicated, what are the main considerations that you take into account in your assessment? (a) We believe that, for users of financial statements, there are benefits of having separate accounting treatment for business combination and asset acquisitions. We note that a business combination is a transaction to acquire a control over a business that represents an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return directly and different from an acquisition of assets. Therefore, we believe that it would be reasonable to recognize a goodwill that may represent an excess earning power of the existing business of the acquiree that is not normally recognized and expected synergies realized from business combination. (b) As the practical (implementation) and auditing challenges, we are aware of certain cases where it may be challenging to apply the definition of business or the related guidance. Specifically, it may be practically difficult to determine whether a transaction is an acquisition of asset or an acquisition of business, in certain cases including: Acquisition of real estate (acquisition of asset administration process) Acquisition of ship (acquisition of navigation process) Acquisition of factory (transfer of employees) Acquisition of IPR&D (transfer of staff involved in the said R&D activities) Acquisition of oil and gas exploration and mining (acquisition of production process) In such cases, existence of certain elements including an acquisition of the process and/or transfer of personnel as specified in the brackets below may be taken into account in determining whether a transaction is an acquisition of asset or an acquisition of business. In particular, when the acquirer has already the same process as that to be acquired, we believe that certain challenges may arise that the acquirer and the auditor would have different views. 3

4 Question 3 (a) To what extent is the information derived from the fair value measurements relevant and the information disclosed about fair value measurements sufficient? If there are deficiencies, what are they? (b) What have been the most significant valuation challenges in measuring fair value within the context of business combination accounting? What have been the most significant challenges when auditing or enforcing those fair value measurements? (c) Has fair value measurement been more challenging for particular elements: for example, specific assets, liabilities, consideration etc? (a) We believe that measurement of the acquired assets and assumed liabilities (with certain exceptions) and the purchase consideration at the acquisition-date fair value would be relevant to users of financial statements in general, given that the fair value measurement reflects the value of the assets (including goodwill) and the liabilities in a business combination properly in the financial statements. Notwithstanding, after IFRS13 Fair Value Measurement is adopted, which requires fair value measurement of non-financial assets (in particular, property, plant and equipment) based on the highest and best use", if the fair value is measured assuming the use of assets that is different from the purpose of use after business combination intended by the management, we may see some concern in the context of relevance. (b) and (c) In a business combination, certain specific elements have been identified as practical and auditing challenges where the fair value measurement was extremely challenging, including: Intangible assets (i.e. IPR&D, brand, customer assets etc.), and appropriateness of inputs including unobservable elements such as discount rate and expected cash flow applied at fair value measurement of assets using income-based approach Appropriateness of the business plan when the said business plan is supported as the basis for the expected cash flow used in fair value measurement Appropriateness of estimating risk(s) of failure of R&D when acquiring IPR&D or, appropriateness of the estimate of cash inflow after launch of 4

5 products, including the potential market size etc. Challenges in the fair value measurement of purchase consideration The concept and the treatment of control premiums has not been clearly defined in the standard (e.g. concept of acquisition-date fair value for stock-for-stock exchanges and any previously held equity interests in step acquisitions etc.) Taking into account the probability of contingency for the contingent consideration. Question 4 (a) Do you find the separate recognition of intangible assets useful? If so, why? How does it contribute to your understanding and analysis of the acquired business? Do you think changes are needed and, if so, what are they and why? (b) What are the main implementation, auditing or enforcement challenges in the separate recognition of intangible assets from goodwill? What do you think are the main causes of those challenges? (c) How useful do you find the recognition of negative goodwill in profit or loss and the disclosures about the underlying reasons why the transaction resulted in a gain? (a) We believe that the separate recognition of intangible assets from goodwill would be useful to users of financial statements given that such recognition better reflects the purpose of business combination intended by the management of an entity and the acquired resource is more clearly reflected as intangible assets in the entity s financial statements. Notwithstanding, we are aware of some challenges described in (b) and (c) below. (b) The followings have been noted as practical and auditing challenges with respect to separate recognition of intangible assets from goodwill: In identifying intangible assets, it may be challenging in certain cases to apply the separability and contractual-legal criterion in recognition criterion of intangible assets (e.g. trademark, brand). As described in Question 3, fair value measurement of intangible assets through income-based approach and the like may be challenging in certain cases. 5

6 Given that the subsequent accounting treatments for intangible assets with definite useful lives are different from those for goodwill, such as those assets are amortized over the useful lives and the deferred tax liabilities are not recognized for goodwill, the measurement of intangible assets and their estimated useful lives would give a significant effect on the resulting accounting treatments. We believe that the causes of these challenges arise from the fact that the intangible assets identified in business combinations may not be recognized frequently if such assets are internally generated intangible assets, and the valuation methodology of intangible assets may be complicated. (c) As negative goodwill does not meet the definition of a liability and does not arise from equity transaction, it is appropriate to recognize it in profit or loss. On the other hand, the disclosure of the reason of arising gains on bargain purchase would be useful to users of financial statements because such gains are recognized as Day 1 gains arising from a business combination. In addition, we believe that there are certain practical implementation challenges with respect to (accounting for) negative goodwill, which has been included in our response to Question 9. Question 5 (a) How useful have you found the information obtained from annually assessing goodwill and intangible assets with indefinite useful lives for impairment, and why? (b) Do you think that improvements are needed regarding the information provided by the impairment test? If so, what are they? (c) What are the main implementation, auditing or enforcement challenges in testing goodwill or intangible assets with indefinite useful lives for impairment, and why? (a) We believe that the disclosure requirements about the estimates used in the assessment of impairment for the current period and the results of assessment (paragraphs of IAS 36 Impairment of Assets), that are required for impairment testing of the goodwill or intangible assets with indefinite useful lives would be useful to enhance the management discipline by requiring certain disclosure in view that impairment testing may involve a number of subjective 6

7 estimations by the management. (c) We note the followings as the main implementation and auditing challenges in assessing goodwill or intangible assets with indefinite useful lives for impairment. Determining Cash Generating Unit (CGU) or the group of CGU allocating goodwill Each of CGU or group of CGU to which the goodwill is so allocated shall represent the lowest level within the entity at which the goodwill is monitored for internal management purposes in accordance with paragraph 80 (a) of IAS 36, unless the said CGU or group of CGU is larger than an operating segment. In view of above, to this end, determining CGU or group of CGU group may affect an impairment of goodwill, depending on the level of monitoring by the entity, for example, at what level the management monitors the goodwill. In certain cases, it may be assumed that goodwill acquired in a business combination is allocated to the acquirer s CGU with the higher profitability and the valuation of the internally generated goodwill may be commingled with the valuation of the acquired goodwill itself as a result. Appropriateness of the expected cash flow and the underlying business plan It is not clearly defined how to assess the goodwill for impairment (i.e. impairment testing), where the initial allocation of goodwill acquired in a business combination is not completed before the end of the annual period in which the business combination is effected (during the measurement period of business combination) (paragraph 84 of IAS 36). 7

8 Question 6 (a) How useful is the information resulting from the presentation and measurement requirements for NCIs? Does the information resulting from those requirements reflect the claims on consolidated equity that are not attributable to the parent? If not, what improvements do you think are needed? (b) What are the main challenges in the accounting for NCIs, or auditing or enforcing such accounting? Please specify the measurement option under which those challenges arise. To help us assess your answer better, we would be grateful if you could please specify the measurement option under which you account for NCIs that are present ownership interests and whether this measurement choice is made on an acquisition-by-acquisition basis. (a) In terms of usefulness of financial information (in particular, comparability of financial information), we believe it is preferable to have the single measurement approach for NCIs, and it should be measured at fair value. However, we are aware of certain issues as described in (b) below. (b) The following has been noted with respect to the accounting treatment of NCIs. When NCIs is measured at fair value, there may be some practical and auditing challenges for fair value measurement in certain cases. For example, if the control premiums are included in the purchase price at the business combination, it is generally required to remove the control premiums potion in fair value measurement of NCIs. However, it may be challenging to measure such control premiums in an objective manner. 8

9 Question 7 (a) How useful do you find the information resulting from the step acquisition guidance in IFRS 3? If any of the information is unhelpful, please explain why. (b) How useful do you find the information resulting from the accounting for a parent s retained investment upon the loss of control in a former subsidiary? If any of the information is unhelpful, please explain why. (a) In a step acquisition, we believe that remeasurement of any previous held equity interests at the acquisition-date fair value would be consistent with the measurement of the acquired assets or assumed liabilities (with certain exceptions) through business combination and purchase consideration at the acquisition-date fair value. Then we believe that it would result in a proper recognition of the value of business in a business combination including goodwill at the acquisition date in the financial statements. Notwithstanding, when, in particular, non-listed company is acquired through a step acquisition, we believe that the reliability of the information on the gains or losses in a step acquisition may have certain issues on the fair value measurement of any previously held equity interests at the acquisition date is uncertain given that the fact that the effect of unobservable input may be significant and the treatment of control premiums are not clearly defined. Further, in practice, the boundary of loss of control or acquisition of control may not been always defined clearly. In such case, we may see certain issues in the reliability of the information on gain or purchase on step acquisitions. (b) In a control of loss, we recognize that remeasurement of the investments in all of subsidiaries, including any portion held by the parent even after the loss of control, at fair value would be useful, based on the view that the loss of control is a significant economic event and the remaining investment is replaced by a new investment. Notwithstanding, the significant effect by the unobservable input(s) may be assumed on the fair value measurement of investment held even after the loss of control, we believe that the reliability of the information on gains or losses based on such fair value measurement may have certain limitations. 9

10 Question 8 (a) Is other information needed to properly understand the effect of the acquisition on a group? If so, what information is needed and why would it be useful? (b) Is there information required to be disclosed that is not useful and that should not be required? Please explain why. (c) What are the main challenges to preparing, auditing or enforcing the disclosures required by IFRS 3 or by the related amendments, and why? (c) In auditing the disclosures required by IFRS 3 or by the related amendments, the followings are identified as key challenges. It would be practically challenging to disclose pro-forma information about the business combination (IFRS 3 B64 (q) (ii)) because the reclassification of the financial information from the local standard basis to IFRS basis would be necessary if the financial statements of the acquiree has not been prepared in accordance with the IFRS. When a business combination represents a subsequent event requiring disclosure, a disclosure subject to paragraph B64 of IFRS 3 would be required, which may be challenging in practice. Question 9 Are there other matters that you think the IASB should be aware of as it considers the PiR of IFRS 3? The IASB is interested in: (a) understanding how useful the information that is provided by the Standard and the related amendments is, and whether improvements are needed, and why; (b) learning about practical implementation matters, whether from the perspective of applying, auditing or enforcing the Standard and the related amendments; and (c) any learning points for its standard-setting process. (a) Given that there is inconsistency between the fair value measurement of contingent liabilities in the business combination under IFRS 3 and the recognition and measurement provisions under IAS 37 Provisions, Contingent Liabilities and Contingent Assets, we believe it necessary to eliminate this inconsistency. 10

11 (b) In addition to our comments noted above, we note the following that we believe IASB should be aware of the followings as practical implementation challenges, in terms of applying and supervising the standard and the related amendments, including: The topics with respect to accounting treatment of negative goodwill includes: Clarifying the recognition and measurement of intangible assets when identifiable net assets acquired before recognition of intangible assets exceeds the fair value of the consideration transferred, the amount of any non-controlling interests and any equity interests in the acquiree held before the acquisition Whether to recognize a bargain purchase gain in profit or loss during the measurement period if the initial accounting for a business combination is incomplete by the end of the reporting period. Business combinations under common control is not in scope of IFRS3 While we recognize that this topic is not in scope of this Post-implementation Review, we note that there is no specific IFRS to be applied, which results in a practical implementation challenges. Question 10 From your point of view, which areas of IFRS 3 and related amendments: (a) represent benefits to users of financial statements, preparers, auditors and/or enforcers of financial information, and why; (b) have resulted in considerable unexpected costs to users of financial statements, preparers, auditors and/or enforcers of financial information, and why; or (c) have had an effect on how acquisitions are carried out (for example, an effect on contractual terms)? (a) From our view, the benefit to users of financial statements is that the acquisition method is recognized as the only method of accounting for business combinations and the accounting treatments are clarified. (b) For example, the followings are identified as the costs for auditors. As the intangible assets identified in business combinations may not be recognized frequently if such assets are internally generated, and the valuation 11

12 methodology of intangible assets may be complicated, certain costs arise in identification of intangible assets and valuation thereof. As noted in Question 3, certain costs in practice arise in verification of fair value measurement. Yours faithfully, Keiko Kishigami Executive Board Member-Accounting Practice (IFRS) The Japanese Institute of Certified Public Accountants 12