Professional Documents
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Introduction to Business
Combinations and the
Conceptual Framework
Learning
Learning Objectives
Objectives
Slide
1-2
1.
2.
3.
Identify the factors that managers should consider in exercising due diligence in
business combinations.
4.
5.
6.
Indicate the factors used to determine the price and the method of payment for a
business combination.
7.
8.
Describe the two alternative views of consolidated financial statements: the economic
entity and the parent company concepts.
9.
List and discuss each of the Statements of Financial Accounting Concepts (SFAC).
10.
Describe some of the current joint projects of the FASB and the International
Accounting Standards Board (IASB), and their primary objectives.
Nature
Nature of
of the
the Combination
Combination
Business Combination - operations of two or more
companies are brought under common control.
A business combination may be:
Friendly - the boards of directors of the potential
combining companies negotiate mutually agreeable terms
of a proposed combination.
Unfriendly (hostile) - the board of directors of a
company targeted for acquisition resists the
combination.
Slide
1-3
Nature
Nature of
of the
the Combination
Combination
Defensive Tactics
1. Poison pill: Issuing stock rights to existing
Slide
1-4
Nature
Nature of
of the
the Combination
Combination
Defensive Tactics (continued)
4. Pac-man defense: Attempting an unfriendly takeover
of the would-be acquiring company.
Slide
1-5
Nature
Nature of
of the
the Combination
Combination
Review Question
The defense tactic that involves purchasing shares held
by the would-be acquiring company at a price
substantially in excess of their fair value is called
a. poison pill.
b. pac-man defense.
c. greenmail.
d. white knight.
Slide
1-6
Types
Types of
of Business
Business Combination
Combination
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
Slide
1-7
1-7
Reasons
Reasons for
for Combination
Combination
Cost
advantage
Lower risk
Fewer operating delays
Avoidance of takeovers
Acquisition of intangible assets
Other: business and other tax advantages,
personal reasons
Slide
1-8
1-8
Business
Business Combinations:
Combinations: Why?
Why? Why
Why Not?
Not?
Advantages of External Expansion
1. Rapid expansion
2. Operating synergies
3. International marketplace
4. Financial synergy
5. Diversification
6. Divestitures
Slide
1-9
Business
Business Combinations:
Combinations: Historical
Historical Perspective
Perspective
Three distinct periods
1880 through 1904, huge holding companies, or trusts, were
created to establish monopoly control over certain industries
(horizontal integration).
1905 through 1930, to bolster the war effort, the
government encouraged business combinations to obtain
greater standardization of materials and parts and to
discourage price competition (vertical integration).
Slide
1-10
Business
Business Combinations:
Combinations: Historical
Historical Perspective
Perspective
Three distinct periods
1945 to the present, many of the mergers that occurred
from the 1950s through the 1970s were conglomerate
mergers.
In contrast, the 1980s were characterized by a relaxation in
antitrust enforcement and by the emergence of high-yield
junk bonds to finance acquisitions.
Deregulation undoubtedly played a role in the popularity of
combinations in the 1990s.
Slide
1-11
Terminology
Terminology and
and Types
Types of
of Combinations
Combinations
What Is Acquired?
Net assets of S Company
(Assets and Liabilities)
Common Stock
of S Company
Figure 1-1
3. Stock
4. Combination of
above
Terminology
Terminology and
and Types
Types of
of Combinations
Combinations
Possible Advantages of Stock Acquisition
Lower total cost.
Direct formal negotiations may be avoided.
Maintaining the acquired firm as a separate legal
entity.
Liability limited to the assets of the individual
corporation.
Greater flexibility in filing individual or consolidated
tax returns.
Slide
1-13
Terminology
Terminology and
and Types
Types of
of Combinations
Combinations
Classification by Method of Acquisition
Statutory Merger
A Company
B Company
A Company
Slide
1-14
Terminology
Terminology and
and Types
Types of
of Combinations
Combinations
Classification by Method of Acquisition
Statutory Consolidation
A Company
B Company
C Company
Slide
1-15
Terminology
Terminology and
and Types
Types of
of Combinations
Combinations
Classification by Method of Acquisition
Financial
Statements of
B Company
Consolidated
Financial
Statements of
A Company and
B Company
Terminology
Terminology and
and Types
Types of
of Combinations
Combinations
Review Question
When a new corporation is formed to acquire two or
more other corporations and the acquired corporations
cease to exist as separate legal entities, the result is a
statutory
a. acquisition.
b. combination.
c. consolidation.
d. merger
Slide
1-17
Takeover
Takeover Premiums
Premiums
Takeover Premium the excess amount agreed upon in an
acquisition over the prior stock price of the acquired firm.
Possible reasons for the premiums:
Acquirers stock prices may be at a level which makes it
attractive to issue stock (rather than cash) in the
acquisition.
Credit may be generous for mergers and acquisitions.
Bidders may believe target firm is worth more than its
current market value.
Acquirer may believe growth by acquisitions is essential and
competition necessitates a premium.
Slide
1-18
Avoiding
Avoiding the
the Pitfalls
Pitfalls Before
Before the
the Deal
Deal
The factors to beware of include the following:
Be cautious in interpreting any percentages.
Do not neglect to include assumed liabilities in the
assessment of the cost of the merger.
Watch out for the impact on earnings of the allocation of
expenses and the effects of production increases, standard
cost variances, LIFO liquidations, and byproduct sales.
Note any nonrecurring items that may boost earnings.
Be careful of CEO egos.
Slide
1-19
Avoiding
Avoiding the
the Pitfalls
Pitfalls Before
Before the
the Deal
Deal
Review Question
When an acquiring company exercises due diligence in
attempting a business combination, it should:
a. be skeptical about accepting the target companys
stated percentages
b. analyze the target company for assumed liabilities as
well as assets
c. look for nonrecurring items such as changes in
estimates
d. all the above
Slide
1-20
Examples
Examples (1
(1 of
of 3)
3)
Poppy Corp. issues 100,000 shares of its $10 par
value common stock for Sunny Corp. Poppys stock
is valued at $16 per share.
(in thousands)
Slide
1-21
1,600
1,000
600
1-21
Examples
Examples (2
(2 of
of 3)
3)
Poppy Corp. pays cash for $80,000 in finders fees
and consulting fees and for $40,000 to register
and issue its common stock. (in thousands)
Investment expense
Additional paid-in-capital
Cash
80
40
120
1-22
Examples
Examples (3
(3 of
of 3)
3)
Receivables
Inventories
Plant assets
Goodwill
Accounts payable
Notes payable
Investment in Sunny Corp.
Slide
1-23
XXX
XXX
XXX
XXX
XXX
XXX
1,600
1-23
Identify
Identify the
the Net
Net Assets
Assets Acquired
Acquired
Identify:
1.
2.
3.
Include:
Slide
1-24
Assign
Assign Fair
Fair Values
Values to
to Net
Net Assets
Assets
Use fair values determined, in preferential order,
by:
1.Established
market prices
2.Present value of estimated future cash flows, discounted
based on observable measures
3.Other internally derived estimations
Slide
1-25
1-25
Exceptions
Exceptions to
to Fair
Fair Value
Value Rule
Rule
Deferred
Slide
1-26
1-26
Examples
Examples Pitt
Pitt Co.
Co.
Pitt Co. acquires the net assets of Seed Co. in a
combination consummated on 12/27/2008. The
assets and liabilities of Seed Co. on this date, at
their book values and fair values, are as follows (in
thousands):
Slide
1-27
1-27
Cash
Net receivables
Inventory
Land
Buildings, net
Equipment, net
Patents
Total assets
Accounts payable
Notes payable
Other liabilities
Total liabilities
Net assets
Slide
1-28
Book Val.
$ 50
150
200
50
300
250
0
$1,000
$ 60
150
40
$ 250
$ 750
Fair Val.
$ 50
140
250
100
500
350
50
$1,440
$ 60
135
45
$ 240
$1,200
1-28
Acquisition
Acquisition with
with Goodwill
Goodwill
Pitt Co. pays $400,000 cash and issues 50,000
shares of Pitt Co. $10 par common stock with a
market value of $20 per share for the net assets of
Seed Co.
Slide
1-29
1-29
Acquisition
Acquisition with
with Goodwill
Goodwill
Pitt Co. pays $400,000 cash and issues 50,000
shares of Pitt Co. $10 par common stock with a
market value of $20 per share for the net assets of
Seed 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
Slide
1-30
1-30
Entries
Entries with
with Goodwill
Goodwill
The entry to record the acquisition of the net
assets:
Investment in Seed Co.
Cash
Common stock, $10 par
Additional paid-in-capital
1,400
400
500
500
1-31
Cash
Net receivables
Inventories
Land
Buildings
Equipment
Patents
Goodwill
Accounts payable
Notes payable
Other liabilities
Investment in Seed Co.
Slide
1-32
50
140
250
100
500
350
50
200
60
135
45
1,400
1-32
Acquisition
Acquisition with
with Bargain
Bargain Purchase
Purchase
Pitt Co. 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
Seed Co.
Slide
1-33
1-33
Acquisition
Acquisition with
with Bargain
Bargain Purchase
Purchase
Pitt Co. 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 Seed
Co.
Fair value of net assets acquired (in thousands):
$1,200
Total consideration at fair value:
(40 shares x $20) + $200 $1,000
Gain from bargain purchase
$ 200
Slide
1-34
1-34
Entries
Entries with
with Bargain
Bargain Purchase
Purchase
The entry to record the acquisition of the net
assets:
1,000
200
400
400
1-35
Cash
Net receivables
Inventories
Land
Buildings
50
140
250
100
500
Equipment
350
Patents
50
Accounts payable
Notes payable
Other liabilities
Investment in Seed Co.
Gain from bargain purchase
Slide
1-36
60
135
45
1,000
200
1-36
Goodwill
Goodwill Controversies
Controversies
Capitalized
Historically
goodwill,
Do not amortize it, and
Test it for impairment.
Slide
1-37
1-37
Impairments
Impairments
Firms
More
Slide
1-38
1-38
Business
Business Combination
Combination Disclosures
Disclosures
FASB
for combination,
Allocation of purchase price among assets and
liabilities,
Pro-forma results of operations, and
Goodwill or gain from bargain purchase.
Slide
1-39
1-39
Sarbanes-Oxley
Sarbanes-Oxley Act
Act of
of 2002
2002
Establishes
the PCAOB
Requires
Greater
Slide
1-40
1-40
Alternative
Alternative Concepts
Concepts of
of Consolidated
Consolidated
Financial
Financial Statements
Statements
Parent Company Concept - primary purpose of consolidated
financial statements is to provide information relevant to
the controlling stockholders.
The noncontrolling interest presented as a liability or as a
separate component before stockholders equity.
Alternative
Alternative Concepts
Concepts
Consolidated Net Income
Parent Company Concept, consolidated net income
consists of the realized combined income of the parent
company and its subsidiaries after deducting the
noncontrolling interest in income (noncontrolling interest
in income is an expense item).
Economic Entity Concept, consolidated net income
consists of the total combined income of the parent
company and its subsidiaries. Total combined income is
then allocated proportionately to the noncontrolling
interest and the controlling interest.
Slide
1-42
Alternative
Alternative Concepts
Concepts
Consolidated Balance Sheet Values
Parent Company Concept, the net assets of the subsidiary
are included in the consolidated financial statements at
their book value plus the parent companys share of the
difference between fair value and book value on the date
of acquisition.
Economic Entity Concept, on the date of acquisition, the
net assets of the subsidiary are included in the
consolidated financial statements at their book value plus
the entire difference between their fair value and their
book value.
Slide
1-43
Alternative
Alternative Concepts
Concepts
Review Question
According to the economic unit concept, the primary
purpose of consolidated financial statements is to
provide information that is relevant to
a. majority stockholders.
b. minority stockholders.
c. creditors.
d. both majority and minority stockholders.
Slide
1-44
Alternative
Alternative Concepts
Concepts
Intercompany Profit
Two alternative points of view:
1. Total (100%) elimination
2. Partial elimination
Under total elimination, the entire amount of unconfirmed
intercompany profit is eliminated from combined income
and the related asset balance. Under partial elimination,
only the parent companys share of the unconfirmed
intercompany profit is eliminated.
Slide
1-45
Conceptual
Conceptual Framework
Framework
Figure 1-2
Conceptual
Framework for
Financial
Accounting and
Reporting
Slide
1-46
FASBs
FASBs Conceptual
Conceptual Framework
Framework
Economic Entity vs. Parent Concept and the
Conceptual Framework
The parent concept is tied to the historical cost
principle, which would suggest that the net assets
related to the noncontrolling interest remain at their
previous book values.
This approach might be argued to produce more
reliable values (SFAC No. 8).
Slide
1-47
FASBs
FASBs Conceptual
Conceptual Framework
Framework
Economic Entity vs. Parent Concept and the
Conceptual Framework
The economic entity assumption views a parent and
its subsidiaries as one economic entity even though
they are separate legal entities.
The economic entity concept is an integral part of
the FASBs conceptual framework and is named
specifically in SFAC No. 5 as one of the basic
assumptions in accounting.
Slide
1-48
FASBs
FASBs Conceptual
Conceptual Framework
Framework
Distinguishing Between Earnings and
Comprehensive Income
Earnings is essentially revenues and gains minus
expenses and losses, with the exception of any losses or
gains that bypass earnings and, instead, are reported as
a component of other comprehensive income.
FASBs
FASBs Conceptual
Conceptual Framework
Framework
Asset Impairment and the Conceptual Framework
SFAC No. 5 provides guidance with respect to expenses
and losses:
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