Chapter Four

Business Combination
4.1. INTRODUCTION
Business combinations are events or transactions in which two or more business enterprises or
their net assets are brought under common control in a single accounting entity. Business
combinations arise when one or more companies become subsidiaries of another company.
4.1.2. Definition of Terminologies
A business combination refers to any set of conditions in which two or more organizations are
joined together through common control.
Target Company: The Company whose business is being sought after.
Acquiring company/Combinor: Constitute the Company attempting to acquire the target
company’s business and whose owners as a group of ends up with control of the ownership
interests in the combined enterprise.
Acquired company/Combinee: A constitutes company other than the combiner in a business
combination.
Combined enterprise: The accounting entity that results from a business combination.
Constitute company: The business enterprises that entered to a business combination
The legal agreement that specifies the terms and provisions of the business combination is
known as the acquisition, purchase, or merger agreement. The process of attempting to
acquire a target company’s business is often called a takeover attempt. Business combinations
can be categorized as vertical, horizontal, or conglomerate.

Vertical combinations take place between companies involved in the same industry but at
different levels.

Horizontal combinations take place between companies that are competitors at the same level in
a given industry.

Conglomerate combinations involve companies in totally unrelated industries.

4.1.3. Motives for business combination
Although a number of reasons have been cited as a motive for coming in business combination,
probably the overriding one for combiners in recent years has been growth. Through the

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business combinations, the product lines can be expanded and diversified. Also, the market
shares can be enlarged. Additionally, other reasons that motivate for business combination are:
 For obtaining new management strength or better use of existing management
 For obtaining income tax advantages available to one or more parties to the combination
and etc.
4.1.4. Types of Business Combinations
Business combination may be categorized in two such as friendly takeover and unfriendly
takeover.
a. Friendly takeovers/friendly combination
In a friendly combination, the managements of the companies involved come to
agreement on the terms of the combination and recommend approval by the stockholders.
Such combinations usually are resulted in a single transaction involving an exchange of
assets or voting shares.
b. Hostile takeovers/unfriendly combination
In an unfriendly combination, or “hostile takeover,” the managements of the companies
involved are unable to agree on the terms of a combination, and the management of one
of the companies makes a tender offer directly to the shareholders of the other company
to buy their stock at a specified price. A tender offer invites the shareholders of the other
company to “tender,” or exchange, their shares for securities or assets of the acquiring
company. If sufficient shares are tendered, the acquiring company gains voting control of
the other company and can install its own management by exercising its voting right
4.2. Methods for arranging/forming business combination
The four common methods for carrying out a business combination are statutory merger,
statutory consolidation, acquisition of common stock and acquisition of assets.
1. Statutory merger
In statutory merger the boards of directors of constitute companies approve a plan for the
exchange of voting common stock (and perhaps some preferred stock, cash, or long term
dept) of one of the corporation (the survivor) for all the outstanding voting common stock
of the other corporations. Share holders of all constitute corporations must approve the
terms of the merger. The surviving corporation issues its common stock or other
consideration to the share holders of the other corporations in exchange for all their

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 holdings, thus acquiring ownership of those Corporations. The other corporations then
are liquidated and thus case to exist as a Separate legal entities, and their activities are
often continued as divisions of the survivor, which now owns the net asset (asset minus
liabilities), rather than the outstanding common stock, of the liquidated corporations.
To summarize, the procedures in a statutory merger:
a. The boards of directors of the constitute companies workout the terms of the
merger.
b. Stock holders of the constitute companies approve the terms of the merger, in
accordance with applicable corporate by laws and,
c. The survivor issues its common stock or other considerations to the share holders
of the other constitute companies in exchange for all their outstanding voting
common stock of those companies.
d. The survivor liquidates the other constitute companies, receiving in exchange for
its owned common stock the net assets of those companies.
2. Statutory consolidation
In a statutory consolidation a new corporation is formed to issue its common stock for the
outstanding common stock of two or more existing corporations, which then go out of
existence. The new corporation thus acquires the net assets of the defunct corporations,
whose activities may be continued as divisions of the new corporation.
To summarize:
a. The boards of directors of the constitute companies workout the terms of the
consolidation.
b. Stock holders of the constitute companies approve the terms of the consolidation,
in accordance with applicable corporate by laws.
c. A new corporation is formed to issue its common stock to the share holders of the
constitute companies in change for all their outstanding voting common stock of
those companies.
d. The new corporation liquidates the constitute companies, receiving in exchange
for its owned common stock to the net assets of those companies.
3. Acquisition of Common Stock (a method for most of hostile takeovers)

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 The acquiring company obtains more than 50% of the target company’s outstanding
common stock for a business combination to have occurred. The original companies both
dissolved, leaving only the new organization remaining in existence.
a) The combiner received the approval from its board of directors to acquire
common stock of the prospective target firm.
b) Acquiring target firm’s common stock in an open market, or through a tender
offer to stockholders of a publicly owned corporation.
c) When acquiring enough shares to have the controlling interest in the combinee’s
voting common shares, the target firm becomes affiliated with the combiner (the
parent company) as a subsidiary. The target firm remains as a separate legal
entity.
4. Acquisition of assets.
The acquiring company obtains the assets, and possibly liabilities, of the target company
in exchange for cash, other assets, liabilities, stock, or a combination of these. The
second organization normally dissolves itself as a legal corporation.
Business entity acquires all or most of net assets of the other entity (using cash, debt,
stock ……..)
4.3. Accounting Methods and procedures for Business Combinations
The two basic methods of accounting for business combinations are the purchase method and the
pooling of interests method.
i. The purchase method
If the transaction does not qualify for pooling of interests treatment, then the purchase method
must be used. The underlying concept of the purchase method is that one company has acquired
the business of another company and a sale has occurred. This means that the stockholders of
one combining company assume a dominant, controlling interest in the combined company while
the stockholders of the other combining company do not participate in controlling the combined
company.
ii. The pooling of interests method.
The theory underlying pooling of interests accounting is that a sale and purchase of a business
have not occurred. Two companies have simply pooled their financial resources and managerial
talents in such a manner that the owners of each of the separate business are now the owners of

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an enlarged business. All of the following 12 necessary and sufficient conditions must be met to
use the pooling of interest method.
1. Each of the combining companies must be autonomous and must not have been a
subsidiary or division of another corporation during the two-year period prior to the
initiation of the combination plan.
2. At the dates the plan of combination initiated and consummated, each of the combining
companies must be independent of the other combining companies.
3. The combination must be effected by a single transaction or in accordance with a specific
plan within one year after the plan is initiated.
4. 90 percent or more of the outstanding common stock of a combining company must be
exchanged for the voting common stock issued by the surviving or parent (issuing)
corporation.
5. Each of the combining companies must maintain substantially the same voting common
stock interest.
6. The combining companies may reacquire shares of voting common stock only for the
purposes of other than business combination.
7. The ratio of the interest of an individual common stock holder to those of other stock
holders in a combining company must remain the same as a result of the exchange of
stock to effect the combination.
8. The voting rights of the common stock interests in the resultant combined corporation
must be exercisable by the stockholders.
9. The combination must be resolved at the date the plan is consummated.
10. The combined corporation must not agree directly or indirectly to retire to reacquire all or
part of the common stock issued to effect the combination.
11. The combined corporation must not enter into other financial arrangements for the benefit
of the former stock holders of a combining company.
12. The combined corporation must not intend to dispose of a significant part of the assets of
the combining companies within two years after the combination.
I. The purchase method of accounting
The purchase method can be applied to either form of business combination, the acquisition of
assets and the acquisition of common stock.

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Essence of the purchase method
The underlying concept of the purchase method of accounting is that one entity has purchased
the business of another entity. The acquiring company records at its cost the assets or the
common stock acquired. The cost is based essentially on the value of the consideration give. If
the cost is above the current value of the target company’s net assets, then good will exists,
which must be amortized over a period not to exceed 40 years.

The total cost of the acquired business equals the sum of the following:
1. The fair value of the consideration given.
2. The direct costs incurred in connection with the acquisition.
3. The fair value of any contingent consideration that is given subsequent to the acquisition
date.
Determining the total cost of the acquired business/cost of combinee

The cost of acquired company in a business combination accounted by the purchase method is
the total of:
(1) The amount of consideration paid,
(2) The direct “out-of-pocket” costs of the combination, and
(3) Any contingent consideration that is determinable on the date of the business
combination.

1. Amount of consideration
This is the total amount of cash paid, the current fair value of other assets distributed, the present
value of debt securities issued, the current fair (or market) value of equity securities issued by the
acquiring company.

2. Direct out-of-pocket costs

Direct out-of-pocket costs included legal fees, accounting fees, and finder’s fees.
Costs of registering with the SEC and issuing debt securities in a business combination are
debited to Bond Issue Costs. Cost of registering with the SEC and issuing equity securities are
offset against the proceeds from the issuance of the securities. Indirect out-of-pocket cost s of the
combination such as salaries of officers involved in the combination, are expensed as incurred by
the constitute companies.

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3. Contingent consideration
Contingent consideration is additional cash, other assets, or securities that may be issuable in the
future, contingent on future events such as a specified level of earnings. Accounting treatment of
contingent consideration:
a. Contingent consideration which is determinable on the combination date: recorded as part
of the cost of the combination.
b. Contingent consideration that is not determinable on the combination date: the
contingent amount is recorded as goodwill when the contingency is resolved.
Illustration for Contingent Consideration
Norton Company agrees to pay $800,000 cash for Robinson’s net assets (not including
Robinson’s slow-moving products which have been written down to scrap value by Robinson
prior to the business combination). These purchased net assets of Robinson will be included in
the Rob Division of Norton Company.
In addition, the following contingent consideration was included in the contract:
1. Norton will pay Robinson $100 a unit for all sales by Robb Division of the slow-moving
product.
2. Norton will pay Robinson 25% of any pre-tax financial income in excess of $500,000
(excluding income from sale of the slow-moving product) of Robb Division for each of the four
years subsequent to the business combination.

Assume 12/31/x1 the date of completion of the business combination, Robinson company had
firm, non cancelable sales order for 500 units of slow-moving product. The sales orders and all
units of the slow moving product were transferred to Norton by Robinson. On 12/31/x2, the end
of the first year following Norton’s acquisition of the net assets, another 300 units of the slow-
moving product had been sold, and Norton’s Rob Division had pre-tax income of $580,000
(excluding the sale of the slow-moving product).
On 12/31/x1 Norton prepares the following journal entry to record the contingent consideration
determinable on the date of combination:
Investment on Robinson net asset (800,000+500x100)........850,000
Cash (payable to Robinson company).......................850,000

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On 12/31/x2, Norton prepares the following journal entry to record the resolution of contingent
consideration/not determinable on the date of combination:

Goodwill........................................................50,000*
Cash (or payable to Robinson Company)...................50,000

* $100 x 300= $30,000

+ (580,000-500,000) x 25%= 20,000
$50,000

Goodwill Computation under Purchase Accounting

Purchased Goodwill =purchase price (total cost of the combinee) – the current fair values
of identifiable net assets of the combinee
Negative Goodwill:
The excess amount is applied to reduce proportionally the amounts initially assigned to
noncurrent assets (other than long-term investments.)
If this procedure does not extinguish the excess, a Negative Goodwill account would be credited
for the remaining excess.

Illustration 1: Purchase Accounting For Statutory Merger, with Goodwill

On December 31,1999, Mason Company (the combinee) was merged into Saxon Corporation
(the combinor or survivor). Both companies used the same accounting principles for assets,
liabilities, revenue, and expenses and both had a December 31 fiscal year. Saxon issued 150,000
shares of its $10 par common stock (current fair value $25 a share) to Mason’s stockholders for
all 100,000 issued and outstanding shares of Mason’s no-par, $10 stated value common stock.
In addition, Saxon paid the following out-of-pocket costs associated with business combination:
Accounting fees:
For investigation of Mason
Company as prospective combine.................................$5,000
For SEC registration statement for
Saxon common stock......................................................60,000
Legal fees:
For the business combination...........................................10, 000

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For SEC registration statement for
Saxon common stock........................................................50, 000
Finder’s fee.....................................................................51, 250
Printer’s charges for printing securities
and SEC registration statement.....................................23, 000
SEC registration statement fee.........................................750
Total out-of-pocket costs of
business combination.......................................................200, 000
There was no contingent consideration in the merger contract.

MASON COMPANY (combinee)

Balance Sheet (prior to business combination)
December 31,1999

Assets
Current assets $1,000,000
Plant assets (net) 3,000,000
Other assets 600,000
Total assets 4,600,000

Liabilities & Stockholders’ Equity

Current Liabilities $ 500,000
Long-term debt 1,000,000
Common stock, no-par,$10 stated value 1,000,000
Additional paid-in capital 700,000
Retained earnings 1,400,000
Total liabilities & stockholders’ equity 4,600,000

Using the guidelines in APB Opinion No. 16, “Business Combinations”, and the board of
directors of Saxon Corporation determined the current fair values of Mason Company’s
identifiable assets and liabilities (identifiable net assets) as follows:

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Current assets $ 1,150,000
Plant assets 3,400,000
Other assets 600,000
Current liabilities (500,000)
Long-term debt (present value) (950,000)
Identifiable net assets of combinee $3,700,000

Saxon uses an investment ledger account to accumulate the total cost of Mason Company prior
to assigning the cost to identifiable net assets and goodwill.
Journal Entries for Saxon Corp. 12/31/1999

Investment in Mason Company Common Stock (150,000 x $25)................. $ 3,750,000

Common stock (150,000 x $10)......................................................$ 1,500,000
Paid-in Capital in Excess of Par..................................................... 2,250,000
(To record merger with Mason Company as a purchase)

Investment in Mason Company Common Stock ($5,000+$10,000+$51,250).........66,250

Paid-in Capital in Excess of Par ($60,000+$50,000 +$23,000+750)......................133,750
Cash..................................................................................................200,000
(To record payment of out-of-pocket costs incurred in merger with Mason Company)

Current Assets...............................................................$11,500,000
Plant Assets.......................................................................3,400,000
Other Assets........................................................................600,000
Discount on Long-Term Debt................................................50,000
Goodwill................................................................................116,250
Current Liabilities......................................................................................$500,000
Long-Term Debt........................................................................................1,000,000
Investment in Mason Company Common Stock ($3,750,000+$66,250)......3,816,250
(To allocate total cost of liquidated Mason Company to identifiable assets and liabilities,
with the reminder to goodwill. (Income tax effects are disregarded.)

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Mason Company (the combinee) prepares the condensed journal entry below to record the
dissolution and liquidation of the company on December 31, 1999.
Journal Entries for Mason Corp.12/31/1999

Current Liabilities...........................................500,000
Long-Term Debt............................................1,000,000
Common Stock , $10 stated value..................1,000,000
Paid-in Capital in Excess of Stated Value.......700,000
Retained Earnings..........................................1,400,000
Current Assets.....................................................1,000,000
Plant Assets (net)..................................................3,000,000
Other Assets.........................................................600,000

Illustration II: Purchase Accounting for Acquisition of Net Assets, with Negative Goodwill
On December 31, 1999, Davis Corporation acquired the net assets of Fairmont Corporation
directly from Fairmont Corp. for $400,000 cash, in a purchase-type business combination. Davis
paid legal fees of $40,000 in connection with the combination. The condensed balance sheet
statement of Fairmont Corp. prior to the business combination, with related current fair value
data, is presented below:
FAIRMONT CORPORATION (combinee)
Balance Sheet (prior to business combination)
December 31, 1999

Assets Carrying Amounts Current Fair Values

Current assets $190,000 $ 200,000
Investment in marketable debt securities
(held to maturity) 50,000 60,000
Plant assets (net) 870,000 900,000
Intangible assets (net) 90,000 100,000
Total assets $1,200,000 $1,260,000

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Liabilities and Stockholders’ Equity Carrying Amounts Current Fair Values
Current liabilities $ 240,000 $ 240, 000
Long-term debt 500,000 520, 000
Total Liabilities $ 740,000 760, 000
Common stock, $1 par $ 600,000
Deficit (140,000)
Total stockholders’ equity $ 460,000
Total liabilities & stockholders’ equity $1,200,000

Thus, Davis acquired identifiable net assets with a current fair value of $ 500,000a for a total cost
of $440,000b.
a. $ 1,260,000 - $760,000= $500,000
b. $ 400,000 +$40,000= $440,000
The $60,000 excess of current fair value of the net assets over their cost to Davis ($500,000 -
$440,000 = $60,000) is prorated to the plant assets and intangible assets in the ratio of their
respective current fair values, as follows:
Allocation of Negative Goodwill
To Plant Assets=Plant Assets/Plant Assets + Intangible Assets
To Intangible Assets=Intangible Assets/Intangible Assets +Plant assets

To plant assets: $60,000 x $900,000/($900,000 +$100,000) =$54,000

To intangible assets: $60,000 x $100,000/ ($100,000+$900,000) =$6,000
Total excess of current fair value of identifiable
net assets over combinor’s cost $60,000

Journal Entries of Davis Corp. 12/31/1999

Investment in Net Assets of Fairmont Corporation...............400,000

Cash..................................................................................400,000
(T
To record acquisition of net assets of Fairmont Corporation)

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Investment in Net Assets of Fairmont Corporation.......40,000
Cash..................................................................40,000
(To record payment of legal fees incurred in acquisition of net assets of Fairmont Corporation)

Current Assets......................................................200,000
Investments in Marketable Debt Securities..............60,000
Plant Assets ($900,000 - $54,000)............................846,000
Intangible Assets ($100,000 - $6,000).......................94,000
Current Liabilities.....................................................................................240,000
Long-Term Debt........................................................................................500,000
Premium on Long-Term Debt ($520,000 - $500,000)...................................20,000
Investment in Net Assets of Fairmont Corporation ($400,000 + $40,000).....440,000

Note to the above journal entries: To allocate total cost of net assets acquired to identifiable net
assets, with excess of current fair value of the net assets over their cost prorated to noncurrent
assets other than investments in marketable debt securities.
Pooling-of-Interests Accounting
The idea behind this accounting method is that the business combination is simply an exchange
of common stock between an issuer and the stockholders of a combinee. Thus, this method is
appropriated to be used in the case of business combinations involving only common stock
exchanges between companies of approximately equal size. Because neither party can be
considered as the combinor (as previously defined), the combined assets, liabilities and retained
earnings of the constituent companies are recorded at their carrying amounts. Both the market
value of the common stock issued for the combination and the fair value of the combinee’s net
assets are disregarded in this method.
The term “issuer” identifies the corporation that issues its common stock to accomplish the
combination.
Applying the pooling-of interests accounting method on the illustration I (the business
combination of Saxon and Manson), the following journal entries would be prepared in Saxon
Corporation’s accounting records:
Journal Entries for Saxon Corp. 12/31/1999

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Current Assets.........................................1,000,000
Plant Assets (net)......................................3,000,000
Other Assets................................................600,000
Current Liabilities..............................................500,000
Long-term Debt.................................................1,000,000
Common Stock, $10 par....................................1,500,000
Paid-in Capital in Excess of Par...........................200,000
Retained Earnings..............................................1,400,000
(To record merger with Mason Company as a pooling of interests)

Expenses of Business Combination.....................................200, 000

Cash.................................................................................200, 000
(To record payment of out-of-pocket costs incurred in merger with Mason
Company)

Purchase-Type Statutory Consolidation

Due to a new corporation is formed to issue common stock to all constituent companies in this
type of business combination; a combinor needs to be identified for the accounting treatment.
The assets and liabilities of the identified combinor will be accounted for by the new corporation
at the carrying amount while those of the combinee will be accounted for at the fair value.
To illustrate, assume the following balance sheet statements of the constituent companies
involved in a purchase-type statutory consolidation on December 31, 1999

LAMSON CORPORATION AND DONALD COMPANY

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 Separate Balance Sheets (prior to business combination)
December 31,1999

Assets Lamson Corporation Donald Company

Current assets $ 600,000 $ 400,000
Plant assets (net) 1,800,000 1,200,000
Other assets (net) 400,000 300,000
Total assets $ 2,800,000 $1,900,000

Liabilities & Stockholders’ Equity

Current liabilities $ 400,000 $ 300,000
Long-term debt 500,000 200,000
Common stock,$10 par 430,000 620,000
Additional paid-in capital 300,000 400,000
Retained earnings 1,170,000 380,000
Total liabilities & stockholders’ equity $ 2,800,000 $1,900,000

The current fair values of both companies’ liabilities were equal to carrying amounts.
Current fair values of identifiable assets were as follows for Lamson and Donald, respectively:
current assets, $800,000 and $500,000; plant assets, $2,000,000 and $1,400,000; other assets,
$500,000 and $400,000.
On December 31, 1999, in a statutory consolidation approved by shareholders of both constituent
companies, a new corporation, LamDon Corporation, issued 74,000 shares of no-par, no-stated-
value common stock with an agreed value of $60 a share, based on the following valuations
assigned by the negotiating directors to the two constituent companies’ identifiable net assets and
goodwill:

Lamson Corporation Donald Company

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Current fair value of identifiable net assets:
Lamson: $800,000+$2,000,000
+$500,000- $400,000-$500,000 $2,400,000
Donald: $500,000+ $1,400,000
+ $400,000 -$300,000-$200,000 $1,800,000
Goodwill 180,000 60,000
Net assets’ current fair value $2,580,000 $1,860,000
Number of shares of LamDon common stock
to be issued to constituent companies’
stockholders, at $60 a share agreed value 43,000 31,000

Because the former stockholders of Lamson Corporation receive the larger interest in the
common stock of LamDon Corporation (43/74, or 58%), Lamson is the combinor in the
purchase-type statutory consolidation business combination.
Assuming that LamDon paid $200,000 out-of-pocket costs of the consolidation after it was
consummated on December 31, 1999, LamDon’s journal entries would be as follows:
Journal Entries of Lamdon Corp., 12/31/1999

Investment in Lamson Corporation and Donald

Company Common Stock (74,000 x $60)...................................4,440,000
Common Stock, no par.......................................................4,440,000
(To record consolidation of Lamson Corporation and Donald Company as a purchase)

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Investment in Lamson Corporation and Donald
Company Common Stock...........................................................110,000
Common Stock, no par.........................................................90, 000
Cash....................................................................................200, 000
To record payment of costs incurred in consolidation of Lamson Corporation and Donald Company. Accountin
connection with the consolidation are recorded as investment cost; other out-of-pocket costs are recorded as
received from the issuance of common stock.
Current Assets ($600,000+$500,000).........................1,100,000
Plant Assets ($1,800,000+$1,400,000) ......................3,200,000
Other Assets ($400,000+$400,000)..............................800, 000
Good will.................................................................850, 000
Current Liabilities................................................................700, 000
Long-Term Debt .................................................................700, 000
Investment in Lamson Corporation and Donald
Company Common Stock...............................................4, 550, 000
Amount of goodwill is computed as follows:
Total cost of investment ($4,400,000+$110,00)...................4,550,000
Less: Carrying amount of
Lamson’s identifiable
net assets ($430,000+$300,000+1,170,000).............(1,900,000)
Current fair fair value of Donald’s
identifiable net assets................................................(1,800,000)
Amount of goodwill............................................................$ 850,000

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