IFRS 3: A Business or an Asset?

by Silvia

 CONSOLIDATION AND GROUPS, FINANCIAL STATEMENTS 13

Did you note that with the globalizing world, the number of large entities decreases and their size
increases?

Just as an example – 20 years ago, there were about 50 large media companies in the USA, controlling
US entertainment industry.

I mean film studios, TV stations and similar companies.

These days, there are just 6 of them. SIX.

What happened to the other 44? Did they disappear?

No!

Instead, they were acquired by larger companies.

This trend continues and will only flourish in the light of the current economic crisis caused by COVID-19.

I bet that we will see even more large acquisitions in the future, not only in the entertainment industry
(and let me guess that they will be very cheap but that’s another story).

However, what I also believe is that we will see more acquisitions focusing on strategic assets rather
than acquisitions of full businesses.

Why?

Well, because if the owner is in a cash-flow problem, she might be forced to sell just the most attractive
parts of her business for the lower price and on the other hand, the buyer can get good assets at a
bargain price.

Now the question is:

What is the investor getting?

Is she buying a full business or a group of assets (or a single asset)?

 

Assets vs. business: Why does it matter?

Simple answer: Accounting method:

 If you acquire the full business, then you need to apply the acquisition method of accounting
and full consolidation.
  If you acquire assets, then you do not consolidate, but you simply recognize assets (and possible
liabilities) in your financial statements.

The implications are obvious, not only due to differences in the accounting method itself, but the
method can have a direct impact on the profitability.

For example, think of goodwill.

If you acquire full business, it is likely you will have some goodwill that you need to test for impairment
each year and not amortize.

If you acquire assets, you have no goodwill and instead, it is either recognized somewhere among assets
(not exceeding their fair values) or as some 1-day loss depending on the circumstances.

In the long-term perspective, this affects depreciation and amortization charges, impairment losses, etc.

You get the point.

 

IFRS 3: Definition of business

In 2018, IFRS 3 has been amended with regard to definition of business.

The new definition applies to all acquisitions made after 1 January 2020.

According to IFRS 3 (Appendix A), the business is an integrated set of activities and assets that is capable
of being conducted and managed for the purpose of:

 providing goods or services to customers;

 generating investment income; or

 generating other income from ordinary activities.

Elements of business

IFRS 3 also sets that any business must contains three elements:

1. Input: this is a resource (e.g. items of PPE, intangible assets, etc.) that can contribute to creation
of outputs;

2. Process: something that you apply to input and as a result, it can contribute to creation of
outputs, for example processes, methods, etc.;

3. Output: the result of process applied to inputs, for example goods or services provided to
customers, and other.
 

How to assess: Business vs. assets

Before we start assessing whether the acquired activities are a business or a group of assets, we need to
make this clear:

Under the new amendment, the business does NOT necessarily have to produce outputs.

Yes, typically it does, but the business can include as a minimum an input and a substantive process.

“Substantive” is an important word here, because if you do have only inputs and minor process, then it
is NOT a business, but asset(s).

In fact, we need to assess whether the process involved is substantive  – that’s perhaps the main focus
of the assessment “business vs. asset”.

When you assess whether there are inputs and substantive process, first you need to see whether the
business has  outputs or not.

I don’t want to go into too many details here, because paragraph B12 of IFRS 3 provides the full
guidance on assessing whether your processes are substantive.

Basically, the process is substantive when it is critical or significantly contributes to the outputs (or at
least to the ability to create outputs).

Moreover, when it does not have outputs, then inputs should include an organized workforce AND other
inputs that the workforce can develop or convert into outputs.

That’s very simplified and please see the scheme below the concentration test  to revise the specific
conditions.
 
Concentration test

Instead of assessing whether you have inputs, substantive process and all other features of business,
IFRS 3 introduced new simplification option for you:

Concentration of fair value test.

It is OPTIONAL. You can use it, but you don’t have to.

The principal question in this test is:

Is substantially all of the fair value of the GROSS assets concentrated in a single identifiable asset or
group of similar identifiable assets?

 If YES, then it is NOT a business. Work done.

 If NOT, then you can’t really make a conclusion and have no choice but assess inputs, processes,
outputs and other features of business as I shortly described above.

Let me make a few remarks to the concentration test:

 Assess GROSS assets, not net assets. The reason is that liabilities (like loans, payables) are not
really relevant to assessing whether you are acquiring a business or not.

 Ignore cash and cash equivalents, deferred taxes and goodwill.

 In the calculation of FV of gross assets, include any consideration transferred (plus FV of NCI

and previously held interest)  IN EXCESS of FV of net assets acquired.

 Similar assets have similar risk characteristics. Consider their nature and risks.

 Assets that are NOT similar  are: tangible/intangible; different classes of tangible assets;
different classes of intangibles; financial/non-financial; different classes of financial assets,
assets with different risk characteristics.

 If the assets are attached and cannot be separated  without significant cost, then they are
considered a single asset.

The process of assessing whether we deal with the business or assets can be summarized in the
following scheme:
 

Example: Is it business or assets?

Let’s say that ABC, large clothing company, wants to expand to the new location.

During its research it discovers an old factory with infrastructure owned by the local company. Current
owner discontinued the production recently.

Currently, there are only a few people working in the factory on the closing works.

ABC decides to buy the factory, but the owner agrees to sell it only with all its liabilities and assets in
entirety.

The balance sheet of the factory is as follows:

Fair value of the factory building is CU 3 100. All other assets in factory’s balance sheet are stated at fair
values. ABC pays CU 500 for the factory in its entirety.

Let’s assess whether ABC acquired a business or not.

First, let’s perform a concentration test.

We need to calculate fair value of gross assets.

There are two ways of calculating it:

1. Add up gross assets (and excess of consideration paid over FV of net assets):

 FV of a building: CU 3 100; plus

 FV of factory equipment: CU 1 200; plus

 FV of inventories of CU 250; plus

 FV of + consideration paid by ABC: CU 500; less

 FV of net assets acquired: CU 300 (being the equity) plus CU 100 (being FV of building of 3 100
less book value of building of 3 000) = CU 400

 Total: CU 4 650
Remember – you ignore cash and deferred taxes (and goodwill, but there is none).

2. Adjusting liabilities and consideration paid:

 Consideration paid: CU 500; PLUS

 FV of liabilities: CU 4 400; LESS

 Cash acquired: CU 100; LESS

 Deferred tax asset acquired: CU 150

 Total: CU 4 650

OK, so the fair value of gross assets acquired is CU 4 650; and it is mainly concentrated in building and
equipment.

However – factory building and equipment are NOT similar assets, because they represent different
classes of property, plant and equipment.

The question is whether the equipment can be removed from the factory without significant cost. If not,
then the factory and its equipment would be considered a single asset for the purpose of this test and
the concentration test would be met.

Let’s assume this is not the case.

As a result, the concentration test is NOT met, the fair value is NOT concentrated in a single asset (or
group of similar assets) and as a result, ABC must assess inputs, processes and outputs in order to
conclude whether the acquired activities and property are a business or not.

First of all, does the set of activities and assets have output?

No, it does not, because the factory has been recently closed.

Therefore, if it does not have an output, we need to see whether there is a substantive process present.

There is a workforce (a few employees working on the closing of factory), but there are no other inputs
that workforce develops or converts into output.

The workforce there only works on the closure.

Thus ABC can conclude that it acquired assets, not a business (no consolidation, but the asset
acquisition).

Please if you have something to say, leave a comment below this article. Thanks!