Beams11 ppt01

Chapter 1:
Business
Combinations
to accompany
Advanced Accounting, 11th edition
by Beams, Anthony, Bettinghaus, and Smith
Copyright 2012 Pearson Education,

1-1
Inc. Publishing as Prentice Hall
Business Combinations: Objectives
1. Understand the economic motivations

underlying business combinations.
2. Learn about the alternative forms of
business combinations, from both the legal
and accounting perspectives.
3. Introduce concepts of accounting for
business combinations, emphasizing the
acquisition method.
4. See how firms record fair values of assets
and liabilities in an acquisition.
1-2
Business Combinations
1: ECONOMIC MOTIVATIONS

1-3
Types of Business Combinations
Business combinations unite previously separate

business entities.
Horizontal integration same business lines and
markets
Vertical integration operations in different, but
successive stages of production or distribution, or
both
Conglomeration unrelated and diverse products
or services

1-4
Reasons for Combinations
Cost advantage
Lower risk
Fewer operating delays
Avoidance of takeovers
Acquisition of intangible assets
Other: business and other tax advantages,
personal reasons

1-5
Potential Prohibitions / Obstacles
Antitrust
Federal Trade Commission prohibited Staples
acquisition of Office Depot
Regulation
Federal Reserve Board
Department of Transportation
Department of Energy
Federal Communications Commission
Some states have antitrust exemption laws to

allow hospitals to pursue cooperative projects.
1-6
2: FORMS OF BUSINESS
COMBINATIONS

1-7
Legal Form of Combination
Merger
Occurs when one corporation takes over all the
operations of another business entity and that
other entity is dissolved.
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.
1-8
Mergers:
A+B=A X+Y=X
Company A acquires the net assets of
Company B for cash, other assets, or
Company A debt/equity securities. Company
B is dissolved; Company A survives with
Company Bs assets and liabilities.
Company X acquires the stock of Company Y

from its shareholders for cash, other assets,
or Company X debt/equity securities.
Company Y is dissolved. Company X survives
with Company Ys assets and liabilities.

1-9
Consolidations:
E + F = D K + L = J
Company D is formed and acquires the net
assets of companies E and F by issuing
Company D stock. Companies E and F are
dissolved. Company D survives with the assets
and liabilities of both dissolved firms.
Company J is formed and acquires the stock of
companies K and L from their respective
shareholders by issuing Company J stock.
Companies K and L are dissolved. Company J
survives with the assets and liabilities of both
firms.

1-10
Keeping the Terms Straight
In the general business sense, mergers and
consolidations are business combinations and may
or may not involve the dissolution of the acquired
firm(s).
In Chapter 1, mergers and consolidations will involve
only 100% acquisitions with the dissolution of the
acquired firm(s). These assumptions will be relaxed
in later chapters.
Consolidation is also an accounting term used to
describe the process of preparing consolidated
financial statements for a parent and its subsidiaries.

1-11
3: ACCOUNTING FOR
BUSINESS COMBINATIONS

1-12
Business Combination (def.)
A business combination is a transaction or
other event in which an acquirer obtains
control of one or more businesses.
Transactions sometimes referred to as true
mergers or mergers of equals also are
business combinations. [FASB ASC 805-10]
A parent-subsidiary relationship is formed

when:
Less than 100% of the firm is acquired, or
The acquired firm is not dissolved.

1-13
U.S. GAAP for Business Combinations
Since the 1950s both the pooling-of-interests

method and the purchase method of accounting for
business combinations were acceptable.
Combinations initiated after June 30, 2001 use the
purchase method. [FASB ASC 805]
Firms now use the acquisition method for business
combinations. This began with combinations in
fiscal periods beginning after December 15, 2008.
[FASB ACS 810-10-5-2]

1-14
International Accounting
Most major economies prohibit the use of the

pooling method.
The International Accounting Standards Board

specifically prohibits the pooling method and
requires the acquisition method.

1-15
Recording Guidelines (1 of 2)
Record assets acquired and liabilities assumed

using the fair value principle.
If equity securities are issued by the acquirer,
charge registration and issue costs against the fair
value of the securities issued, usually a reduction
in additional paid-in-capital.
Charge other direct combination costs (e.g., legal
fees, finders fees) and indirect combination costs
(e.g., management salaries) to expense.

1-16
Recording Guidelines (2 of 2)
When the acquiring firm transfers its assets other
than cash as part of the combination, any gain or
loss on the disposal of those assets is recorded in
current income.
The excess of cash, other assets, debt, and equity
securities transferred over the fair value of the net
assets (A L) acquired is recorded as goodwill.
If the net assets acquired exceeds the cash, other
assets, debt, and equity securities transferred, a
gain on the bargain purchase is recorded in current
income.

1-17
Example: Pop Corp. (1 of 3)
Pop Corp. issues 100,000 shares of its $10 par

value common stock for Son Corp. Pops
stock is valued at $16 per share. (in
thousands)
Investment in Son Corp. (+A) 1,600

Common stock, $10 par (+SE) 1,000
Additional paid-in-capital (+SE) 600

1-18
Pop Corp. pays cash for $80,000 in finders and
consulting fees and for $40,000 to register and issue
its common stock. (in thousands)
Investment expense (E, -SE) 80
Additional paid-in-capital (-SE) 40
Cash (-A) 120
Son Corp. is assumed to have been dissolved. So, Pop
Corp. allocates the investments cost to the fair value
of the identifiable assets acquired and liabilities
assumed. The excess cost is goodwill.
1-19
Receivables (+A) XXX

Inventories (+A) XXX
Plant assets (+A) XXX
Goodwill (+A) XXX
Accounts payable (+L) XXX
Notes payable (+L) XXX
Investment in Son Corp. (-A) 1,600

1-20
4: RECORDING FAIR VALUE

USING THE ACQUISITION
METHOD

1-21
Identify the Net Assets Acquired
Identify:
Tangible assets acquired,
Intangible assets acquired, and
Liabilities assumed
Include:
Identifiable intangibles resulting from legal or
contractual rights, or separable from the entity
Research and development in process
Contractual contingencies
Some noncontractual contingencies
1-22
Assign Fair Values to Net Assets
Use fair values determined, in preferential

order, by:
Established market prices
Present value of estimated future cash flows,
discounted based on an observable measure, such
as the prime interest rate
Other internally derived estimations

1-23
Exceptions to Fair Value Rule
Use normal guidance for:

Deferred tax assets and liabilities
Pensions and other benefits
Operating and capital leases
[FASB ASC 740]
Goodwill on the books of the acquired firm is

assigned no value.

1-24
Goodwill
Goodwill is the excess of

The sum of:
Fair value of the consideration transferred,
Fair value of any noncontrolling interest in the
acquiree, and
Fair value of any previously held interest in
acquiree,
Over the net assets acquired.

1-25
Contingent Consideration
The fair value of contingent consideration is

determined or estimated at the acquisition
date and it is included along with other
consideration given as part of the
combination.
Classifying contingencies:
Contingent share issuances are equity
Contingent cash payments are liabilities
Estimated contingencies are revalued to fair
value at each subsequent reporting date.
1-26
Example Pit Corp. Data
Pit Corp. acquires the net assets of Sad Co. in

a combination consummated on 12/27/2011.
The assets and liabilities of Sad Co. on this

date, at their book values and fair values, are
as follows (in thousands):

1-27
Book Val. Fair Val.
Cash $50 $50
Net receivables 150 140
Inventory 200 250
Land 50 100
Buildings, net 300 500
Equipment, net 250 350
Patents 0 50
Total assets $1,000 $1,440
Accounts payable $60 $60
Notes payable 150 135
Other liabilities 40 45
Total liabilities $250 $240
Net assets $750 $1,200
1-28
Acquisition with Goodwill
Pit Corp. pays $400,000 cash and issues 50,000

shares of Pit Corp. $10 par common stock
with a market value of $20 per share for the
net assets of Sad Co.
Total consideration at fair value (in thousands):

$400 + (50 shares x $20) $1,400
Fair value of net assets acquired: $1,200

Goodwill $ 200
1-29
Entries with Goodwill
The entry to record the acquisition of the net

assets:
Investment in Sad Co. (+A) 1,400
Cash (-A) 400
Common stock, $10 par (+SE) 500
The entry to record Sads assets directly on

Pits books:
1-30
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 Sad Co. (-A) 1,400

1-31
Acquisition with Bargain Purchase
Pit Corp. issues 40,000 shares of its $10 par

common stock with a market value of $20 per
share, and it also gives a 10%, five-year note
payable for $200,000 for the net assets of Sad
Co.
Fair value of net assets acquired
$1,200
(in thousands)
Total consideration at fair value
$1,000
(40 shares x $20) + $200
Gain from bargain purchase $200
1-32
Entries with Bargain Purchase
The entry to record the acquisition of the net

assets:

10% Note payable (+L) 200
Common stock, $10 par (+SE) 400
The entry to record Sads assets directly on

Pits books:
1-33
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
Gain from bargain purchase (G, +SE) 200
1-34
5: OTHER ISSUES:
IMPAIRMENTS,
DISCLOSURES, AND THE
SARBANES-OXLEY ACT

1-35
Goodwill Controversies
Capitalized goodwill is the purchase price not

assigned to identifiable assets and liabilities.
Errors in valuing assets and liabilities affect the
amount of goodwill recorded.
Historically goodwill in most industrialized
countries was capitalized and amortized.
Current IASB standards, like U.S. GAAP
Capitalize goodwill,
Do not amortize it, and
Test it for impairment
1-36
Goodwill Impairment Testing
Firms must test for the impairment of goodwill

at the business unit reporting level.
Step 1: Compare the units net book value to its fair
value to determine if there has been a loss in value.
Step 2: Determine the implied fair value of the
goodwill, in the same manner used to originally
record the goodwill, and compare that to the
goodwill on the books.
Record a loss if the implied fair value is less
than the carrying value of the goodwill.
1-37
When to Test for Impairment
Goodwill should be tested for impairment at

least annually.
More frequent testing may be needed:
Significant adverse change in business
Adverse action by regulator
Unanticipated competition
Loss of key personnel
Impairment or expected disposal losses of:
Reporting unit or part of one
Significant long-lived asset group
Subsidiary

1-38
Business Combination Disclosures
Business combination disclosures include, but

are not limited to:
Reason for combination,
Nature and amount of consideration,
Allocation of purchase price among assets and
liabilities,
Pro-forma results of operations, and
Goodwill or gain from bargain purchase

1-39
Intangible Asset Disclosures
Specific disclosures are needed:

In the fiscal period when intangibles are acquired,
Annually, for each period presented, and
In the fiscal period that includes an impairment
Disclosures are needed for:

Intangibles which are amortized,
Intangibles which are not amortized,
Research & development acquired, and
Intangibles with renewal or extension terms
1-40
Sarbanes-Oxley Act of 2002
Establishes the PCAOB

Requires:
Greater independence of auditors and clients
Greater independence of corporate boards
Independent audits of internal controls
Increased disclosures of off-balance sheet
arrangements and obligations
More types of disclosures on Form 8-K
SEC enforces SOX and rules of the PCAOB

1-41
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1-42

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Chapter 1:

Copyright 2012 Pearson Education,

1. Understand the economic motivations

Copyright 2012 Pearson Education,

Business combinations unite previously separate

Copyright 2012 Pearson Education,

Copyright 2012 Pearson Education,

Some states have antitrust exemption laws to

Copyright 2012 Pearson Education,

Company X acquires the stock of Company Y

Copyright 2012 Pearson Education,

Copyright 2012 Pearson Education,

Copyright 2012 Pearson Education,

Copyright 2012 Pearson Education,

A parent-subsidiary relationship is formed

Copyright 2012 Pearson Education,

Since the 1950s both the pooling-of-interests

Copyright 2012 Pearson Education,

Most major economies prohibit the use of the

The International Accounting Standards Board

Copyright 2012 Pearson Education,

Record assets acquired and liabilities assumed

Copyright 2012 Pearson Education,

Copyright 2012 Pearson Education,

Pop Corp. issues 100,000 shares of its $10 par

Investment in Son Corp. (+A) 1,600

Copyright 2012 Pearson Education,

Receivables (+A) XXX

Copyright 2012 Pearson Education,

4: RECORDING FAIR VALUE

Copyright 2012 Pearson Education,

Use fair values determined, in preferential

Copyright 2012 Pearson Education,

Use normal guidance for:

Goodwill on the books of the acquired firm is

Copyright 2012 Pearson Education,

Goodwill is the excess of

Copyright 2012 Pearson Education,

The fair value of contingent consideration is

Pit Corp. acquires the net assets of Sad Co. in

The assets and liabilities of Sad Co. on this

Copyright 2012 Pearson Education,

Pit Corp. pays $400,000 cash and issues 50,000

Total consideration at fair value (in thousands):

Fair value of net assets acquired: $1,200

The entry to record the acquisition of the net

The entry to record Sads assets directly on

Copyright 2012 Pearson Education,

Pit Corp. issues 40,000 shares of its $10 par

The entry to record the acquisition of the net

Investment in Sad Co. (+A) 1,000

The entry to record Sads assets directly on

Copyright 2012 Pearson Education,

Capitalized goodwill is the purchase price not

Firms must test for the impairment of goodwill

Goodwill should be tested for impairment at

Copyright 2012 Pearson Education,

Business combination disclosures include, but

Copyright 2012 Pearson Education,