PENGGABUNGAN USAHA

ALASAN PENGGABUNGAN USAHA

a. Cost Advantage. It is frequently less expensive for a firm to obtain needed facilities through
combination than through development.
b. Lower Risk. The purchase of established product lines and markets is usually less risky than
developing new products and markets. The risk is especially low when the goal is
diversification.
c. Fewer Operating Delays. Firms constructing new facilities can expect numerous delays in
construction, as well as in getting the necessary governmental approval to commence
operations. Environmental impact studies alone can take months or even years to complete.
d. Avoidance of Takeovers. Many companies combine to avoid being acquired themselves.
Smaller companies tend to be more vulnerable to corporate takeovers; therefore, many of
them adopt aggressive buyer strategies to defend against takeover attempts by other
companies.
e. Acquisition of Intangible Assets. Business combinations bring together both intangible and
tangible resources. The acquisition of patents, mineral rights, research,ncustomer
databases, or management expertise may be a primary motivating factor in a business
combination.
f. Other Reasons. Firms may choose a business combination over other forms of expansion for
business tax advantages (e.g., tax-loss carryforwards), for personal income and estate-tax
advantages, or for personal reasons.

BENTUK PENGGABUNGAN USAHA

Business combination is a general term that encompasses all forms of combining previously separate
business entities. Such combinations are (1) acquisitions when one corporation acquires the
productive assets of another business entity and integrates those assets into its own operations.

Business combinations are also acquisitions when one corporation obtains operating control over
the productive facilities of another entity by acquiring a majority of its outstanding voting stock. The
acquired company need not be dissolved; that is, the acquired company does not have to go out of
existence.

(2) A merger occurs when one corporation takes over all the operations of another business entity,
and that entity is dissolved.

For example, Company A purchases the assets of Company B directly from Company B for cash,
other assets, or Company A securities (stocks, bonds, or notes). This business combination is an
acquisition, but it is not a merger unless Company B goes out of existence.

Alternatively, Company A may purchase the stock of Company B directly from Company B’s
stockholders for cash, other assets, or Company A securities. This acquisition will give Company A
operating control over Company B’s assets. It will not give Company A legal ownership of the assets
unless it acquires all the stock of Company B and elects to dissolve Company B (again, a merger).
(3) A consolidation occurs when a new corporation is formed to take over the assets and operations
of two or more separate business entities and dissolves the previously separate entities. For
example, Company D, a newly formed corporation, may acquire the net assets of Companies E and F
by issuing stock directly to Companies E and F. In this case, Companies E and F may continue to hold
Company D stock for the benefit of their stockholders (an acquisition), or they may distribute the
Company D stock to their stockholders and go out of existence (a consolidation). In either case,
Company D acquires ownership of the assets of Companies E and F.

Alternatively, Company D could issue its stock directly to the stockholders of Companies E and F in
exchange for a majority of their shares. In this case, Company D controls the assets of Company E
and Company F, but it does not obtain legal title unless Companies E and F are dissolved. Company D
must acquire all the stock of Companies E and F and dissolve those companies if their business
combination is to be a consolidation. If Companies E and F are not dissolved, Company D will operate
as a holding company, and Companies E and F will be its subsidiaries.

Consolidation is also used in accounting to refer to the accounting process of combining parent and
subsidiary financial statements, such as in the expressions “principles of consolidation,”
“consolidation procedures,” and “consolidated financial statements.” In future chapters, the
meanings of the terms will depend on the context in which they are found.

PSAK 22

Kombinasi bisnis adalah suatu transaksi atau peristiwa lain dimana pihak pengakuisisi
memperoleh “pengendalian” atas satu atau lebih bisnis.

Bisnis adalah suatu rangkaian terpadu dari kegiatan dan aset yang mampu diadakan dan
dikelola dengan tujuan memberikan hasil dalam bentuk dividen, biaya yang lebih rendah,
atau manfaat ekonomi lainnya secara langsung kepada investor atau pemilik, anggota,
atau peserta lainnya.
• Pengendalian à ketika entitas induk:
– memiliki secara langsung atau tidak langsung melalui entitas anak lebih
dari setengah (>50%) kekuasaan suara suatu entitas, kecuali
– dapat ditunjukkan secara jelas bahwa kepemilikan tersebut tidak diikuti
dengan pengendalian.

AKUNTANSI UNTUK PENGGABUNGAN USAHA

To illustrate, assume that Pop Corporation issues 100,000 shares of $10 par common stock for the
net assets of Son Corporation in a business combination on July 1, 2016. The market price of Pop
common stock on this date is $16 per share. Additional direct costs of the combination consist of
Securities and Exchange Commission (SEC) fees of $5,000, accountants’ fees in connection with the
SEC registration statement of $10,000, costs for printing and issuing the common stock certificates
of $25,000, and finder’s and consultants’ fees of $80,000.
Pop records the issuance of the 100,000 shares on its books as follows (in thousands):

Investment in Son (+A) 1,600

Common stock, $10 par (+SE) 1,000

Additional paid-in capital (+SE) 600

To record issuance of 100,000 shares of $10 par common stock with a market price of $16 per share
in a combination with Son Corporation.

Pop records additional direct costs of the business combination as follows:

Investment expense (E, -SE) 80

Additional paid-in capital (-SE) 40

Cash (or other net assets) (-A) 120

To record additional direct costs of combining with Son Corporation: $80,000 for finder’s and
consultants’ fees and $40,000 for registering and issuing equity securities.

We treat registration and issuance costs of $40,000 as a reduction of the fair value of the stock
issued and charge these costs to Additional paid-in capital. We expense other direct costs of the
business combination ($80,000). The total cost to Pop of acquiring Son is $1,600,000, the amount
entered in the Investment in Son account.

If we dissolve Son Corporation, we record its identifiable net assets on Pop’s books at fair value and
record any excess of investment cost over fair value of net assets as goodwill. In this case, we
allocate the balance recorded in the Investment in Son account by means of an entry on Pop’s
books. Such an entry might appear as follows (in thousands):

Receivables (+A) XXX

Inventories (+A) XXX

Plant assets (+A) XXX

Goodwill (+A) XXX

Accounts payable (+L) XXX

Notes payable (+L) XXX

Investment in Son (-A) 1,600

To record allocation of the $1,600,000 cost of acquiring Son Corporation to identifiable net assets
according to their fair values and to goodwill.

If we dissolve Son Corporation, we formally retire the Son Corporation shares. The former Son
shareholders are now shareholders of Pop.
If Pop and Son Corporations operate as parent company and subsidiary, Pop will not record the entry
to allocate the Investment in Son balance. Instead, Pop will account for its investment in Son by
means of the Investment in Son account, and we will make the assignment of fair values to
identifiable net assets required in the consolidation process.

ILLUSTRATION OF AN ACQUISITION

Pam Corporation acquires the net assets of Sun Company in an acquisition consummated on
December 27, 2016. Sun Company is dissolved. The assets and liabilities of Sun Company on this
date, at their book values and at fair values, are as follows (in thousands):

CASE 1: GOODWILL

Pam Corporation pays $400,000 cash and issues 50,000 shares of Pam Corporation $10 par common
stock with a market value of $20 per share for the net assets of Sun Company. The following
entriesrecord the acquisition on the books of Pam Corporation on December 27, 2016 (in
thousands).

Investment in Sun Company (+A) 1,400

Cash (-A) 400

Common stock, $10 par (+SE) 500

Additional paid-in capital (+SE) 500

To record issuance of 50,000 shares of $10 par common stock plus $400,000 cash in a business
combination with Sun Company.
Cash (+A) 50

Net receivables (+A) 140

Inventories (+A) 250

Land (+A) 100

Buildings (+A) 500

Equipment (+A) 350

Patents (+A) 50

Goodwill (+A) 200

Accounts payable (+L) 60

Notes payable (+L) 135

Other liabilities (+L) 45

Investment in Sun Company (-A) 1,400

To assign the cost of Sun Company to identifiable assets acquired and liabilities assumed on the basis
of their fair values and to goodwill.

We assign the amounts to the assets and liabilities based on fair values, except for goodwill. We
determine goodwill by subtracting the $1,200,000 fair value of identifiable net assets acquired from
the $1,400,000 purchase price for Sun Company’s net assets.

CASE 2: FAIR VALUE EXCEEDS INVESTMENT COST (BARGAIN PURCHASE)

Pam Corporation issues 40,000 shares of its $10 par common stock with a market value of $20 per,
and it also gives a 10 percent, five-year note payable for $200,000 for the net assets of Sun
Company. Pam’s books record the Pam/Sun business combination on December 27, 2016, with the
following journal entries (in thousands):

Investment in Sun Company (+A) 1,000

Common stock, $10 par (+SE) 400

Additional paid-in capital (+SE) 400

10% Note payable (+L) 200

To record issuance of 40,000 shares of $10 par common stock plus a $200,000, 10% note in a
business combination with Sun Company.
Cash (+A) 50

Net receivables (+A) 140

Inventories (+A) 250

Land (+A) 100

Buildings (+A) 500

Equipment (+A) 350

Patents (+A) 50

Accounts payable (+L) 60

Notes payable (+L) 135

Other liabilities (+L) 45

Investment in Sun Company (-A) 1,000

Gain from bargain purchase (Ga, +SE) 200

To assign the cost of Sun Company to identifiable assets acquired and liabilities assumed on the basis
of their fair values and to recognize the gain from a bargain purchase.