CHAPTER

Business Combinations: Americas Most Popular Business Activity, Bringing an End to the Controversy
Fundamentals of Advanced Accounting 1st Edition Fischer, Taylor, and Cheng

Business Combinations
All acquisitions of one firm by another Two categories of business combinations: 1) Merger 2) Consolidation

Chapter 1, Slide #2 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Merger vs. Consolidation

Merger Existing company acquires another company Acquired companys operations are merged with its own. Consolidation Two or more previously separate firms are combined into one new company.
Chapter 1, Slide #3 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Economic Advantages of Combinations Combinations utilize economies of scale

Horizontal combinations firms with similar functions Vertical combinations firms at different levels in marketing chain Conglomerates dissimilar businesses
Chapter 1, Slide #4 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Economic Advantages of Combinations (continued) Defer capital gains on sale of stock Owner accepts Purchasers stock in exchange for their stock Structure combination as tax-free reorganization New shares are at basis of old shares Taxable to owner when new shares are sold
Chapter 1, Slide #5 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Economic Advantages of Combinations (continued)

Additional tax benefits: Tax losses are transferable in a business combination. Combined operations may reduce taxable income.

Chapter 1, Slide #6 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Obtaining Control

Two methods to obtain control of another company: Purchase assets of an existing company
May assume liabilities as well

Purchase > 50% of outstanding voting stock of another company

Parent/subsidiary relationship
Chapter 1, Slide #7 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Accounting for Control

Purchase of net assets
Acquiring firm records assets/liabilities purchased in its own ledger.

Acquisition of stock
Acquiring firm (parent) records a single investment account Parent and subsidiary remain separate legal entities Parent/subsidiary financial statements are combined (consolidated).
Chapter 1, Slide #8 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Basic Issues in Combinations (continued)

Purchase versus pooling Purchase is group asset acquisition at market values Pooling was merging of accounts at book value Pooling not allowed after July 1, 2001

Chapter 1, Slide #9 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Purchase Method - Valuation

All assets and liabilities are recorded at Fair Market Value.

First identify and value tangible assets Next identify and value intangible assets

Goodwill - Price paid in excess of Fair Market value of the net assets.

Chapter 1, Slide #10 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Basic Purchase: Example with Goodwill

Acquisitions, Inc. purchases net assets of Johnson Company: Net assets (per books) = $148,000 Purchase price = $350,000 cash Direct acquisition costs = $10,000 Fair value (current appraisal) of net assets = $297,000 Goodwill = $63,000
Cost $360,000 less $297,000 fair value
Chapter 1, Slide #11 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Example: Johnson, Inc. Net Asset Values

Assets Accounts receivable Inventory Land Buildings (net) Equipment (net) Patent Copyright Goodwill Total Assets Liabilities & Equity Current liabilities Bonds payable Total liabilities Net assets Book Value 28,000 40,000 10,000 40,000 20,000 15,000 20,000 173,000 5,000 20,000 25,000 148,000 Fair Value 28,000 45,000 50,000 80,000 50,000 30,000 40,000 0 323,000 5,000 21,000 26,000 297,000

Chapter 1, Slide #12 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Entry to Record Purchase

Accounts Receivable 28,000 Inventory (fair value) 45,000 Land (fair value) 50,000 Building (fair value) 80,000 Equipment 50,000 Patent 30,000 Copyright 40,000 Goodwill (based on current price) 63,000 Current liabilities Bonds payable Bonds payable premium (to fair value) Cash
Chapter 1, Slide #13 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

5,000 20,000 1,000 360,000

Basic Purchase: Example with Goodwill Purchased with Stock Assume same facts as in prior example. Acquisitions, Inc. issues $1 par value common stock for the $350,000 purchase price. Calculation of shares required: Fair value of shares = $50 Shares required = 7,000 ($350,000 / $50)
Chapter 1, Slide #14 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Entry to Record Purchase

Accounts Receivable 28,000 Inventory (fair value) 45,000 Land (fair value) 50,000 Building (fair value) 80,000 Equipment 50,000 Patent 30,000 Copyright 40,000 Goodwill (based on current price) 63,000 Current liabilities Bonds payable Bonds payable premium (to fair value) Cash Common Stock (7,000 x $1) Paid-in Capital in Excess of Par Chapter 1, Slide #15
Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

5,000 20,000 1,000 10,000 7,000 343,000

Required Disclosures

Schedule of fair value of accounts Name and description of firm purchased Reason for purchase Cost of acquisition
Valuation of stock (If payment method)

Contingent payment agreements Pro Forma income disclosure

Chapter 1, Slide #16 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Entry for Johnson, Inc. (Seller)

Investment in Acquisitions, Inc. Stock 350,000 Current liabilities 5,000 Bonds payable 20,000 Accounts receivable 28,000 Inventory 40,000 Land 10,000 Buildings 40,000 Equipment 20,000 Patent 15,000 Goodwill 20,000 Gain on Sale of Business 202,000
Chapter 1, Slide #17 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Accounting for Acquired Assets

Tangible assets and liabilities normal depreciation and amortization procedures. Intangible assets amortized over useful lives. Goodwill is not amortized
Subject to impairment Tested on an annual basis
Chapter 1, Slide #18 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Goodwill Impairment
Test: Goodwill is impaired if estimated value of business unit is less than remaining book value of net assets (including goodwill). New goodwill estimate:
Estimated value of business unit New estimate of identifiable net assets at fair value = New goodwill estimate

Impairment Loss:
Book value of goodwill New goodwill estimate = Impairment loss
Chapter 1, Slide #19 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Recording a Bargain Purchase

Bargain purchase price of acquisition is less than Fair Value of Net Assets No Goodwill exists (none recorded) Cost of acquisition is allocated to individual asset and liability accounts.
Priority accounts always recorded at fair value Non-priority accounts discounted
Chapter 1, Slide #20 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Priority Accounts

All current assets All liabilities All investments (exception- controlled entities) Excess assets included in purchase Deferred tax assets and liabilities Prepaid assets relating to postretirement benefits
Chapter 1, Slide #21 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Price Zone Analysis

Price zone analysis guides assignment of price paid.

Example: Johnson Company Calculate the market value net assets:

Priority Accounts receivable Inventory Current liabilities Bonds payable Land Buildings (net) Equipment (net) Patent (net) Copyright Fair Value Group Total Cum. Total 28,000 45,000 (5,000) 47,000 47,000 (21,000) 50,000 80,000 50,000 30,000 40,000 250,000 297,000

Non-priority

Total Market Value = $297,000

Chapter 1, Slide #22 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Price Zone Analysis (continued)

2. Determine the 3 price zones:
Premium: Over $297,000
All accounts at fair value; goodwill for price over $297,000

Bargain: $47,000 [priority] to $297,000

Priority accounts at fair value; balance allocated to nonpriority accounts

Extraordinary Gain: Below $47,000

Priority accounts at fair value; other accounts not recorded; extraordinary gain for excess of priority accounts over price paid

Chapter 1, Slide #23 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Purchase Allocation Bargain Price: $210,000

$47,000 for priority accounts; $163,000 allocated to fixed and identifiable intangible assets

Allocation Table
and uilding uip ent atent oyrig t 0,000 0,000 0,000 30,000 40,000 1 16 3 0 0 163,000 163,000 163,000 163,000 163,000 3 ,600 ,160 3 ,600 1 , 60 6,0 0

Chapter 1, Slide #24 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Purchase Entry Bargain Price: $210,000

Accounts Receivable 28,000 Inventory (fair value) 45,000 Land (allocation) 32,600 Building (allocation) 52,160 Equipment (allocation) 32,600 Patent (allocation) 19,560 Copyright (allocation) 26,080 Current liabilities Bonds payable (face value) Bonds payable premium (to fair value) Cash Common Stock (4,000 shares x $1) Paid-in Capital in Excess of Par
Chapter 1, Slide #25 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

5,000 20,000 1,000 10,000 4,000 196,000

Purchase Entry Extraordinary Gain: $30,000 Purchase Price

Price is below $47,000; there is no value to assign to fixed and identifiable intangible assets Accounts receivable 28,000 Inventory (fair value) 45,000 Extraordinary gain 7,000 Current liabilities 5,000 Bonds payable 20,000 Bonds pay premium (to fair value) 1,000 Cash 10,000 Common Stock (600 shares x $1) 600 Paid-In Capital in Excess of Par 29,400
Chapter 1, Slide #26 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Purchase Complications
May have to calculate market value of debt issues Leases retain classification; related accounts recorded at market value Deferred tax liability (DTL) goes with assets in nontaxable exchange Tax loss carryover is usually recorded as an asset; if realization is uncertain, it is not recorded and is buried in goodwill
Chapter 1, Slide #27 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Purchase Complications (continued)

There may be contingent goodwill payment
Added goodwill is recorded

Price guarantees cover decline in value of securities issued in purchase

If issued, value assigned to securities is adjusted

Chapter 1, Slide #28 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Purchase: Some Fine Points

Direct acquisition costs are paid to outside parties; include them in the price paid Indirect acquisition costs are internally incurred; they are expensed Issue costs are to issue bonds or stock; they are subtracted from the value assigned to the securities
Stocks and bonds issued are always recorded at fair value in a purchase

Chapter 1, Slide #29 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Example of Tax-Free Exchange

The price paid for a company is $431,000
$6,000 in direct costs 8,500 shares of $10 par value common stock with a fair value of $40 per share Priority Accounts: Inventory Liabilities Non-priority Accounts: Land: Book Value = $100,000 Building: Book Value = $200,000 Deferred tax liability Bldg. Total
Chapter 1, Slide #30 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Fair Value
50,000 (80,000) 100,000 300,000 (30,000) $340,000

Example of Tax-Free Exchange - Continued The tax rate is 30% A $30,000 DTL goes with the machine
($100,000 x 30%)

$91,000 is available for goodwill (net of a 30% DTL)

($431,000 340,000)

Goodwill = $130,000
$39,000 z (1.0 .3)

Chapter 1, Slide #31 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.

Tax-Free Exchange: Journal Entry

Inventory 50,000 Land (fair value) 100,000 Building (fair value) 300,000 Goodwill (gross value) 130,000 Liabilities 80,000 Deferred tax liability* 69,000 Cash 6,000 Common Stock ($10 par, 8500 shares) 85,000 Paid-in Capital in Excess of Par 340,000 *$30,000 on Building and $39,000 on goodwill
The DTLs are amortized over the same life (and by the same method) as the assets to which they attach
Chapter 1, Slide #32 Copyright 2008 by Thomson South-Western, a part of The Thomson Corporation. All rights reserved.